As filed with the Securities and Exchange Commission on January 28, 2025.

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As filed with the U.S. Securities and Exchange Commission on June 30, 2026.

Registration No. 333-

~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

~~FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933~~

~~CARTESIAN GROWTH~~UNITED ~~CORPORATION III (Exact name of registrant as specified in its charter)~~STATES

Cayman Islands		6770		N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

SECURITIES AND EXCHANGE COMMISSION

~~505 Fifth Avenue~~WASHINGTON, ~~15th~~D.C. ~~Floor New York, New York 10017 Tel: (212) 461-6363 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~20549

~~Peter Yu, Chief Executive Officer Cartesian Growth Corporation III 505 Fifth Avenue, 15th Floor New York, New York 10017 Tel: (212) 461-6363 (Name,~~FORM ~~address, including zip code, and telephone number, including area code, of agent for service)~~S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FACTORIAL ENERGY INC.

(Exact Name of Registrant as Specified in Its Certificate of Incorporation)



Delaware	3690	42-2967285

(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

805 Middlesex Turnpike

Billerica, MA 01821

(617) 315-9733

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Siyu Huang

Chief Executive Officer

805 Middlesex Turnpike

Billerica, MA 01821

(617) 315-9733 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

~~Alan~~Jocelyn IM. Annex, Esq. Tricia Branker, Esq. Greenberg Traurig, P.A. 333 S.E. 2nd Avenue, Suite 4400 Miami, Florida 33131 Tel: (305) 579-0576 Fax: (305) 579-0717 Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Anthony Ain, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Tel: (212) 370-1300 Fax: (212) 370-7889Arel

~~Approximate date~~Jeffrey ~~of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement~~A. Letalien

IfGoodwin ~~any~~Procter ~~of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨~~LLP

If620 ~~this~~Eighth Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨Avenue

IfNew ~~this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act~~York, ~~check~~NY ~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨~~10018

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(d212) ~~under~~ ~~the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨~~813-8800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Large~~Approximate ~~accelerated~~date ~~filer~~of ¨commencement ~~Accelerated~~of ~~filer~~proposed ¨sale ~~Non-accelerated~~to ~~filer~~the xpublic: ~~Smaller~~From ~~reporting~~time ~~company~~to xtime ~~Emerging~~after ~~growth~~the ~~company~~effective xdate of this Registration Statement

If anany ~~emerging~~of ~~growth~~the ~~company,~~securities ~~indicate~~being byregistered ~~check mark~~on ifthis ~~the~~Form are ~~registrant~~to ~~has~~be ~~elected~~offered ~~not~~on toa ~~use~~delayed ~~the~~or ~~extended~~continuous ~~transition~~basis ~~period~~pursuant ~~for~~to ~~complying~~Rule 415 ~~with~~under ~~any~~the ~~new~~Securities orAct ~~revised~~of ~~financial~~1933, ~~accounting standards~~as ~~provided~~amended ~~pursuant~~(the to“Securities ~~Section 7(a~~Act”)~~(2)(B) of~~, check the ~~Securities~~following ~~Act. ¨~~box: ☒

~~The Registrant~~If ~~hereby amends~~ this ~~Registration~~Form is ~~Statement~~filed onto ~~such~~register ~~date~~additional orsecurities ~~dates~~for asan ~~may~~offering bepursuant ~~necessary~~ to ~~delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section~~Rule 8462(ab) ofunder the Securities Act ~~of 1933~~, asplease ~~amended,~~check ~~or until~~ the ~~Registration~~following ~~Statement~~box ~~shall~~and ~~become~~list ~~effective on~~the ~~such~~Securities ~~date~~Act asregistration ~~the~~statement ~~Securities~~number ~~and~~of ~~Exchange~~the ~~Commission,~~earlier ~~acting~~effective ~~pursuant~~registration tostatement ~~said~~for ~~Section 8(a),~~the ~~may~~same ~~determine~~offering. ☐

~~The~~If ~~information in~~ this ~~prospectus~~ Form is ~~not~~a ~~complete~~post-effective ~~and~~amendment ~~may~~filed bepursuant ~~changed.~~to WeRule 462(c) under ~~may~~the ~~not~~Securities ~~sell~~Act, ~~these~~check ~~securities until~~ the ~~registration~~following ~~statement~~box ~~filed~~and ~~with~~list the Securities ~~and~~Act ~~Exchange Commission~~registration isstatement ~~effective.~~number ~~This~~of ~~prospectus~~the isearlier ~~not~~effective anregistration ~~offer~~statement tofor ~~sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where~~ the ~~offer~~same ~~or sale is not permitted~~offering. ☐

~~PRELIMINARY~~If ~~PROSPECTUS~~this ~~SUBJECT~~Form is TOa ~~COMPLETION,~~post-effective ~~DATED~~amendment ~~JANUARY~~filed 28pursuant to Rule 462(d) under the Securities Act, ~~2025~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~$200~~Indicate by check mark whether the registrant is a large accelerated filer,~~000~~ an accelerated filer,~~000~~ a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Cartesian Growth Corporation III~~

~~20,000,000 Units~~ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒

Cartesian Growth Corporation III is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry.

~~This~~If is an ~~initial~~emerging ~~public~~growth ~~offering~~company, ofindicate ~~our~~by ~~securities. Each~~check ~~unit~~mark ~~has~~if anthe ~~offering~~registrant ~~price~~has ofelected ~~$10.00~~not ~~and~~to ~~consists~~use ofthe ~~one~~extended ~~Class A~~transition ~~ordinary~~period ~~share~~for ~~and~~complying ~~one-half~~with ofany ~~one~~new ~~redeemable~~or ~~warrant.~~revised ~~Each whole~~financial ~~warrant~~accounting ~~entitles~~standards ~~the~~provided ~~holder~~pursuant ~~thereof~~ to ~~purchase one Class~~Section ~~A ordinary share at~~ 7(a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30)(2)(B) ~~days after the completion~~ of ~~our initial business combination, and will expire five years after~~ the ~~completion~~Securities ~~of our initial business combination or earlier upon redemption or our liquidation, as described herein~~Act. ~~The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any.~~ ☐

WeThe ~~will~~registrant ~~provide~~hereby ~~our~~amends ~~public~~this ~~shareholders~~Registration ~~with~~Statement ~~the opportunity~~on tosuch ~~redeem,~~date ~~regardless of whether they abstain, vote for,~~ or ~~vote~~dates ~~against, our initial business combination, all or a portion of their Class A ordinary shares that are sold~~ as ~~part~~may ofbe ~~the~~necessary ~~units in this offering, which we refer~~ to ~~collectively~~delay asits ~~our~~effective ~~public shares,~~date ~~upon~~until the ~~completion~~Registrant ofshall ~~our~~file ~~initial business combination at~~ a ~~per~~further ~~share~~amendment ~~price,~~which ~~payable~~specifically instates ~~cash,~~that ~~equal~~this toRegistration ~~the~~Statement ~~aggregate~~shall ~~amount~~thereafter ~~then on~~become ~~deposit~~effective in ~~the~~accordance ~~trust~~with ~~account described below as of two~~Section ~~business~~8(a) ~~days~~of ~~prior~~the toSecurities ~~the~~Act, ~~consummation~~or ofuntil ~~our~~this ~~initial~~Registration ~~business~~Statement ~~combination, including~~shall ~~interest~~become ~~earned~~effective on ~~the~~such ~~funds~~date ~~held~~as in the ~~trust account~~SEC, ~~less~~acting ~~taxes~~pursuant ~~payable~~to ~~(but~~said ~~without deduction for any excise or similar tax that may be due or payable~~Section 8(a), ~~divided~~may ~~by the number of then-outstanding public shares, subject to the limitations and on the conditions described herein~~determine. See “Summary — The Offering — Redemption rights for public shareholders upon completion of our initial business combination” and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initial business combination” for more information.

Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. See “Summary — The Offering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion on certain limitations on redemption rights.

Our initial shareholders, including our sponsor and CGC III Sponsor DirectorCo LLC, have purchased an aggregate of 5,750,000 Class B ordinary shares for an aggregate of $25,000, up to 750,000 of which will be surrendered by our sponsor to us for no consideration after the closing of this offering depending on the extent to which the underwriters’ over-allotment option is exercised, which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to the adjustments described herein. Because our initial shareholders acquired the Class B ordinary shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares may result in material dilution to our public shareholders due to the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of our Class B ordinary shares and holders of our Class A ordinary shares will vote together as a single class, except as required by law. Upon consummation of this offering or thereafter, we will repay up to $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses, and we will begin paying our sponsor $10,000 per month for office space, utilities and secretarial and administrative support. In the event that following this offering we obtain working capital loans from our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Additionally, our initial shareholders, officers or directors, or our or their affiliates, will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our initial shareholders, including our sponsor, and our or their respective affiliates on the one hand, and purchasers in this offering on the other. See “Summary — Initial Shareholders Information,” “Summary — The Offering — Founder Shares,” “Summary — The Offering — Transfer Restrictions on Founder Shares,” “Summary — The Offering — Founder Shares Conversion and Anti-Dilution Rights” and “Risk Factors — Risks Relating to our Management Team — The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our initial shareholders are likely to make a substantial profit on their investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline” for further discussion on our initial shareholders’ and our affiliates’ securities and compensation.

As more fully discussed in “Management — Conflicts of Interest,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. The low price that our initial shareholders, officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our initial shareholders, officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, the founder shares and private placement warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our initial shareholders, officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, we will reimburse our sponsor in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay up to $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. As a result, there may be actual or potential material conflicts of interest between members of our management team, our initial shareholders, including our sponsor, and our or their respective affiliates on the one hand, and purchasers in this offering on the other. See the sections entitled “Summary — Initial Shareholders Information,” “Summary — Conflicts of Interest,” “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — Because our initial shareholders, officers and directors may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination” and “Management — Conflicts of Interest” for more information.

We have until the date that is 24 months from the closing of this offering, or until such earlier date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier date as our board of directors may approve, and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein.

Currently, there is no public market for our securities. We intend to apply to have our units, Class A ordinary shares and warrants listed on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”). We expect that our units will be listed on Nasdaq under the symbol “ ” on or promptly after the date of this prospectus. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Cantor informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “ ” and “ ,” respectively. However, we cannot guarantee that our securities will be approved for listing on Nasdaq.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 39 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities.

	Per Unit		Total
Public offering price(1)	$	10.00	$	200,000,000
Underwriting discounts and commissions	$	0.65	$	13,000,000
Proceeds, before expenses, to us	$	9.35	$	187,000,000

(1) Includes $0.20 per unit (excluding any units sold pursuant to the underwriters’ option to purchase additional units), or $4,000,000 in the aggregate (whether or not the underwriters’ option to purchase additional units is exercised), payable to the underwriters upon the closing of this offering. Also includes $0.45 per unit on units sold in this offering other than those sold pursuant to the underwriters’ option to purchase additional units and $0.65 per unit on units sold in this offering pursuant to the underwriters’ option to purchase additional units, or $9,000,000 in the aggregate (or up to $10,950,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a U.S.-based trust account and released to Cantor Fitzgerald & Co. for its own account only upon the completion of an initial business combination. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.

Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters’ overallotment option is exercised in full ($10.00 per unit in either case), will be placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee.

The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (“NTBV”), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the underwriters’ over-allotment option. See section entitled “Dilution” for more information.

As of December 31, 2024
Offering Price of $10.00 per Unit		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV			Difference between NTBV and Offering Price
	Assuming Full Exercise of Over-Allotment Option
$	7.66	$	7.08	$	2.92	$	6.10	$	3.90	$	4.15	$	5.85	$	(1.69	)	$	11.69
	Assuming No Exercise of Over-Allotment Option
$	7.68	$	7.10	$	2.90	$	6.13	$	3.87	$	4.19	$	5.81	$	(1.61	)	$	11.61

Our initial shareholders and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. As a result, there may be actual or potential material conflicts of interest between members of our management team, our initial shareholders, including our sponsor, and our or their respective affiliates on the one hand, and purchasers in this offering on the other. See the sections entitled “Summary — Conflicts of Interest,” “Proposed Business — Sourcing of Potential Business Combination Targets” and “Management — Conflicts of Interest” for more information.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2025.

Sole Book-Running Manager

Cantor

, 2025

Table of Contents

	Page
Summary	1
The Offering	15
Summary Financial Data	36
Risk Factors Summary	37
Risk Factors	39
Cautionary Note Regarding Forward-Looking Statements	80
Use of Proceeds	81
Dividend Policy	84
Dilution	85
Capitalization	87
Management’s Discussion and Analysis of Financial Condition and Results of Operations	88
Proposed Business	94
Effecting Our Initial Business Combination	109
Management	124
Principal Shareholders	132
Certain Relationships and Related Party Transactions	135
Description of Securities	138
Taxation	156
Underwriting	166
Legal Matters	174
Experts	174
Where You Can Find Additional Information	174
Index to Financial Statements	F-1

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is different from or inconsistent with that contained in this prospectus. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

~~Trademarks~~SUBJECT TO COMPLETION DATED JUNE 30, 2026

~~This~~PRELIMINARY prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.PROSPECTUS

Factorial Energy Inc.

86,441,489 Shares of Series A Common Stock by the Selling Securityholders

13,800,000 Shares of Series A Common Stock Issuable Upon the Exercise of Public Warrants

This prospectus relates to (i) the issuance by Factorial Energy Inc. (the “Company” or “Factorial Energy”) of up to 13,800,000 shares of Factorial Energy Inc. Series A Common Stock that may be issued upon the exercise of the Factorial Energy Public Warrants (as defined below), and (ii) the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 86,441,489 shares of Series A Common Stock, par value $0.00001 per share of Factorial Energy Inc. (the “Series A Common Stock”), consisting of (a) 32,812,316 shares of Series A Common Stock issued to holders of Factorial Inc. (“Legacy Factorial”) capital stock (excluding treasury shares, dissenting shares and shares held by the Legacy Factorial Founders) (“Non-Founder Stockholders”), (b) 15,512,744 shares of Series A Common Stock issuable upon conversion of 15,512,744 shares of Series B Common Stock, par value $0.00001 per share of Factorial Energy Inc. (the “Series B Common Stock”), issued to the Legacy Factorial Founders (together with the Non-Founder Stockholders, the “Legacy Factorial Stockholders”), (c) 5,810,000 shares of Series A Common Stock issued to the Sponsor (as defined below) and certain initial shareholders of CGC (as defined below), (d) 7,519,404 shares of Series A Common Stock in the aggregate issued in connection with the PIPE Investments to PIPE Investors and shares purchased by Pangaea Three-B, LP, an affiliate of Sponsor (the “Sponsor Investor”), to satisfy in part its purchase obligations under its Investor Stock Purchase Agreement (as defined below), (e) 13,293,953 shares of Series A Common Stock issuable upon exercise of options to purchase Series A Common Stock held by certain Selling Securityholders (the “Options”), (f) 4,630,954 shares of Series A Common Stock issuable upon vesting and settlement of restricted stock unit awards (the “RSUs”) held by certain Selling Securityholders, (g) 62,118 shares of Series A Common Stock issued to Cantor Fitzgerald & Co. (“CF&CO”) pursuant to a financial advisor engagement letter with respect to services provided by CF&CO to the Company in connection with the Business Combination (as defined below) and (h) 6,800,000 shares of Series A Common Stock that may be issued upon the exercise of the Private Warrants (as defined below).

The 13,800,000 shares of Series A Common Stock offered hereby may be issued upon the exercise of the Factorial Energy Inc. Public Warrants at an exercise price of $11.50 per share (the “Public Warrants”).

We will not receive any proceeds from the sale of shares of Series A Common Stock by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Public Warrants and the Options to the extent such Public Warrants and Options are exercised for cash. However, we will pay the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

We are registering the offer and sale of certain securities described above to satisfy certain registration rights we have granted. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders and any of their permitted transferees may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sell the securities under this prospectus, is provided under “Selling Securityholders” and “Plan of Distribution” in this prospectus.

Table of Contents

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Series A Common Stock is listed on the Nasdaq Capital Market under the symbol “FAC”. On June 26, 2026, the closing price of our Series A Common Stock was $11.41 per share. Our Warrants are listed on the Nasdaq Capital Market under the symbol “FACWW.” On June 26, 2026, the closing price of our Public Warrants was $1.40 per warrant.

We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 9 of this prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

Table of Contents

TABLE OF CONTENTS



	Page
MARKET AND INDUSTRY DATA	i
INTRODUCTORY NOTE AND FREQUENTLY USED TERMS	ii
ABOUT THIS PROSPECTUS	vi
PROSPECTUS SUMMARY	1
THE OFFERING	5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
RISK FACTORS	9
USE OF PROCEEDS	38
DETERMINATION OF OFFERING PRICE	39
DIVIDEND POLICY	40
MARKET INFORMATION	41
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	42
BUSINESS	55
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	75
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	86
MANAGEMENT	91
EXECUTIVE AND DIRECTOR COMPENSATION	97
DESCRIPTION OF SECURITIES	109
PRINCIPAL STOCKHOLDERS	118
SELLING SECURITYHOLDERS	120
PLAN OF DISTRIBUTION	124
LEGAL MATTERS	128
EXPERTS	128
WHERE YOU CAN FIND MORE INFORMATION	128
INDEX TO FINANCIAL STATEMENTS	F-1

Table of Contents

MARKET AND INDUSTRY DATA

Factorial Energy is responsible for the disclosure contained in this prospectus. However, information contained in this prospectus concerning the market and the industry in which Factorial Energy competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Factorial Energy based on such sources and Factorial Energy’s knowledge of the markets for its products and offerings. This information and any estimates provided herein involve numerous assumptions and limitations, and third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable. The industry in which Factorial Energy operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this prospectus are subject to change based on various factors, including those described in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and elsewhere in this prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although Factorial Energy has not independently verified the accuracy or completeness of third-party information, Factorial Energy believes the industry and market information included in this prospectus is reliable. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

Notwithstanding anything in this prospectus to the contrary, Factorial Energy is responsible for all disclosures in this prospectus.

~~Summary~~Table of Contents

~~This~~INTRODUCTORY ~~summary~~NOTE AND ~~only~~FREQUENTLY ~~highlights~~USED the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.TERMS

~~Unless~~On ~~otherwise~~June 4, ~~stated~~2026, inas ~~this~~contemplated ~~prospectus or~~by the ~~context~~business ~~otherwise~~combination ~~requires~~agreement, ~~references~~dated December 17, 2025, by and among Cartesian Growth Corporation III, a Cayman Islands exempted company limited by shares (“CGC”), Fenway MS, Inc., a Delaware corporation and wholly-owned subsidiary of CGC (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”) (as amended by the Amendment No. 1 to: Business Combination Agreement, dated as of March 26, 2026 and Amendment No. 2 to Business Combination Agreement, dated as of May 18, 2026, the “Business Combination Agreement”), CGC changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware, as described further below (the “Domestication”), and changed its name to “Factorial Energy Inc.” In the Domestication, CGC effected a deregistration under Part XII of the Cayman Islands Companies Act (As Revised) and, pursuant to Section 388 of the Delaware General Corporation Law (the “DGCL”), domesticated as a corporation incorporated under the laws of the State of Delaware.

·In ~~“we~~connection with the Domestication, immediately prior to the Domestication, (1) CGC effected the redemption of Class A ordinary shares of CGC, par value $0.0001 per share (the “CGC Class A Shares”), initially issued in CGC’s initial public offering (the “usPublic Shares” and the holders of Public Shares, the “Public Shareholders”) that were validly submitted for redemption and not withdrawn; and (2) each holder of each issued and outstanding CGC Class B ordinary shares of CGC, par value $0.0001 per share (the “~~company~~CGC Class B Shares,” orand together with the CGC Class A Shares, the “~~our~~CGC ~~company~~Ordinary Shares”) ~~are~~irrevocably and unconditionally elected to ~~Cartesian~~convert, ~~Growth~~on ~~Corporation~~a ~~III~~one-for-one basis, each CGC Class B Share held by it into one CGC Class A Share (the “Class B Share Conversion”). At the effective time of the Domestication, each outstanding CGC Class A Share (excluding Public Shares validly submitted for redemption, but including CGC Class A Shares issued upon the Class B Share Conversion) was reclassified as one share of Series A Common Stock. On June 5, 2026 (the “Merger Effective Time”), Merger Sub merged with and into Factorial, with Factorial surviving the merger as a ~~Cayman~~wholly-owned ~~Islands~~subsidiary ~~exempted~~of ~~company;~~Factorial Energy.

·Unless otherwise stated or unless the context otherwise requires, the terms “~~Cantor~~we”, ~~are~~“us”, “our” and “CGC” refer to ~~Cantor~~Cartesian ~~Fitzgerald~~Growth &Corporation ~~Co.~~III prior to the consummation of the Business Combination and Domestication, and the ~~representative~~terms “Factorial Energy,” “the Company,” “combined company” and “post-combination company” refer to Factorial Energy Inc. (f/k/a Cartesian Growth Corporation III) and together with its subsidiaries following the consummation of the ~~underwriters;~~Business Combination.

·In ~~“Class~~this ~~A ordinary shares” are to our Class A ordinary shares of par value $0.0001 per share in the share capital of the company;~~document:

· “~~Class~~A&R BRegistration ~~ordinary~~Rights ~~shares~~Agreement” ~~are~~means tothe ~~our~~Amended ~~Class~~and BRestated ~~ordinary~~Registration ~~shares~~Rights ofAgreement, ~~par~~which ~~value~~was ~~$0.0001~~entered ~~per~~into ~~share~~by inand among the ~~share~~CGC ~~capital~~Insiders, ofCF&CO, certain Legacy Factorial Stockholders and Factorial Energy in connection with the ~~company;~~Closing.

· “~~Companies~~Aggregate ~~Act”~~Fully orDiluted ~~“Companies~~Legacy ~~Law~~Factorial Shares” ~~are~~means the sum, without duplication of (a) Legacy Factorial Common Stock plus (b) the Vested Legacy Factorial Equity Awards, in each case, that were outstanding immediately prior to the ~~Companies~~Merger ~~Act~~Effective Time, plus (~~Revised~~c) Legacy Factorial Preferred Stock (on an as-converted to Legacy Factorial Common Stock basis) that were issued and outstanding immediately prior to the Merger Effective Time, plus (d) the aggregate number of shares of Legacy Factorial Common Stock that were issuable upon, or subject to, the ~~Cayman~~conversion ~~Islands~~of all convertible debt securities of Legacy Factorial that were outstanding immediately prior to the Merger Effective Time, asplus (e) the ~~same~~aggregate ~~may~~number beof ~~amended~~shares ~~from~~of ~~time~~Legacy Factorial Common Stock that were issuable upon, or subject to, ~~time;~~the conversion of Legacy Factorial Warrants that were outstanding immediately prior to the Merger Effective Time.

· “~~completion~~Aggregate ~~window~~Merger Consideration” ~~are~~means ~~to (i)~~ the ~~period~~consideration ~~ending~~issued onto ~~the~~Legacy ~~date~~Factorial ~~that~~Stockholders isin 24connection ~~months~~with ~~from~~ the ~~closing of this offering~~Merger, ordetermined ~~such~~by ~~earlier~~dividing ~~date as our board of directors may approve, in which we must complete an initial business combination or~~ (iia) the ~~such~~Equity ~~other~~Value ~~time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association, as approved~~ by a(b) the ~~special~~Redemption ~~resolution of our shareholders~~Price. IfFor wepurposes ~~ask our shareholders to approve an amendment to our amended and restated memorandum and articles~~ of ~~association~~this toprospectus, ~~modify~~ the ~~amount~~Aggregate ofMerger ~~time~~Consideration weissued ~~will have~~ to ~~complete~~Legacy anFactorial ~~initial~~Stockholders ~~business~~was ~~combination~~105,607,400 ~~our~~shares ~~public~~of ~~shareholders~~Series A ~~will~~Common ~~be offered an opportunity to redeem their public shares;~~Stock.

· “~~DirectorCo~~Business Combination” ~~are~~means the transactions consummated on June 5, 2026 pursuant to ~~CGC~~the ~~III~~Business ~~Sponsor~~Combination ~~DirectorCo~~Agreement, ~~LLC~~dated December 17, a2025 ~~Cayman~~(as ~~Islands~~amended ~~limited~~on ~~liability~~March ~~company~~26, ~~recently~~2026 ~~formed~~and toMay ~~hold~~18, ~~founder~~2026), ~~shares~~by ~~for~~and among CGC, Merger Sub, and Legacy Factorial including (i) the ~~benefit~~domestication of ~~our~~CGC ~~independent~~as ~~directors~~a Delaware corporation and (ii) the merger of Merger Sub with and into Legacy Factorial, aswith ~~further~~Legacy ~~discussed~~Factorial ~~under~~surviving ~~“Initial~~the ~~Shareholders~~merger ~~Information~~as a wholly-owned subsidiary of CGC,” ~~below;~~following which CGC changed its name to Factorial Energy Inc.

· “~~directors~~Business Combination Agreement” ~~are~~means tothe ~~our~~Business ~~current~~Combination ~~directors~~Agreement, dated December 17, 2025, by and ~~our~~among ~~director~~CGC, ~~nominees~~Merger ~~named~~Sub, inand ~~this~~Legacy ~~prospectus;~~Factorial, as amended by Amendment No. 1 thereto dated March 26, 2026 and Amendment No. 2 thereto dated May 18, 2026.

· “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt;ii

·Table ~~“Exchange Act” are to the Securities Exchange Act~~ of ~~1934, as amended;~~Contents

· “~~founder~~CGC ~~shares~~Insiders” ~~are~~means tothe ~~Class~~Sponsor, Bcertain ~~ordinary~~directors ~~shares initially purchased by our initial shareholders in a private placement prior to this offering~~ and ~~the~~officers ~~Class A ordinary shares that will be issued upon the automatic conversion~~ of ~~the Class B ordinary shares at the time of our initial business combination~~CGC, ~~or earlier at the option of the holders thereof~~DirectorCo, asand ~~described herein (for~~ the ~~avoidance~~independent directors of ~~doubt, such Class A ordinary shares will not be “public shares”);~~CGC.

· “~~initial~~CGC ~~shareholders~~Private Placement Warrants Purchase Agreements” ~~are~~means, tothe ~~our~~(a) Private ~~sponsor~~Placement Warrants Purchase Agreement, ~~DirectorCo~~dated as of May 1, 2025, by and ~~any~~between ~~other~~CGC ~~holders~~and the Sponsor, and (b) Private Placement Warrants Purchase Agreement, dated as of ~~our~~May 1, ~~founder~~2025, ~~shares~~by ~~immediately~~and ~~prior~~between toCGC ~~this~~and ~~offering;~~CF&CO.

· “~~Investment~~CGC ~~Company~~Public ~~Act~~Warrants” ~~are~~means to the ~~Investment~~13,800,000 ~~Company~~warrants ~~Act~~that ofwere ~~1940,~~issued asby ~~amended;~~CGC in connection with its IPO.

· “~~LLC~~CGC ~~Act~~Shareholders” ~~are~~means to the ~~Limited~~holders ~~Liability Companies Act (Revised)~~ of ~~the~~CGC ~~Cayman~~Ordinary ~~Islands, as the same may be amended from time to time;~~Shares.

· “~~management”~~Closing ~~or our “management team~~Date” ~~are~~means tothe ~~our~~date ~~officers~~the ~~and~~Closing ~~directors;~~occurred.

· “~~ordinary resolution~~Code” ~~are~~means ~~to a resolution of~~ the ~~company~~U.S. ~~passed~~Internal byRevenue aCode ~~simple majority~~ of ~~the votes cast by such shareholders as~~1986, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as ~~may be allowed under the Companies Law from time to time);~~amended.

· “~~ordinary~~Consideration ~~shares~~Ratio” ~~are~~means the number of shares of Factorial Energy Common Stock issued in exchange for each share of issued and outstanding Legacy Factorial capital stock upon the Merger, equal to ~~our~~the ~~Class~~quotient Aobtained ~~ordinary~~by dividing (x) the Aggregate Merger Consideration by (y) the Aggregate Fully Diluted Legacy Factorial Shares. The Aggregate Fully Diluted Legacy Factorial Shares as of the Closing Date was 28,788,335 shares, which represented the Legacy Factorial fully-diluted common stock as of December 31, 2025, and ~~our~~the ~~Class~~Redemption BPrice ~~ordinary~~was approximately $10.42. Accordingly, the Consideration Ratio was approximately 3.6684 shares; of Factorial Energy Common Stock for each outstanding share of Legacy Factorial capital stock on an as-converted basis.

1“Continental” means Continental Stock Transfer & Trust Company, CGC’s transfer agent.

· “~~private~~Domestication ~~placement~~Effective ~~warrants~~Time” ~~are~~means to the ~~warrants~~effective ~~issued~~time toof ~~our sponsor and Cantor and/or their respective designees in a private placement simultaneously with~~ the ~~closing of this offering;~~Domestication.

· “~~public shares~~DTC” ~~and~~means ~~“public~~The ~~warrants”~~Depository ~~are~~Trust ~~to the Class A ordinary shares and warrants, respectively, sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);~~Company.

· “~~public~~Equity ~~shareholders~~Value” ~~and~~means ~~“public warrant holders” are to~~ the ~~holders~~sum of ~~our public shares and public warrants~~$1, ~~respectively~~100, ~~including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares or public warrants~~000, ~~provided that each such holder’s status as a “public shareholder” or “public warrant holder” will only exist with respect to such public shares or public warrants;~~000.

· “~~Securities Act~~ESPP” ~~are~~means to the ~~Securities~~Factorial ~~Act~~Energy Inc. of2026 ~~1933,~~Employee asStock ~~amended;~~Purchase Plan.

· “~~special~~Exchange ~~resolution~~Act” ~~are~~means ~~to a resolution of~~ the ~~company~~Securities ~~passed~~Exchange byAct ~~at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the company’s amended and restated memorandum and articles~~ of ~~association) of the votes cast by such shareholders as~~1934, ~~being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution~~ as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Law from time to time);amended.

· “~~sponsor”~~Factorial ~~are~~Energy toBoard” ~~CGC~~means ~~III~~the ~~Sponsor~~board ~~LLC,~~of adirectors ~~Cayman~~of ~~Islands~~Factorial ~~limited liability company recently formed to invest in our company, as further discussed under “Initial Shareholders Information,” below; and~~Energy.

· “~~warrants~~Factorial Energy Bylaws” ~~are~~means tothe ~~our~~bylaws ~~public~~of ~~warrants~~Factorial ~~and~~Energy, ~~private~~which ~~placement~~took ~~warrants~~effect upon the Domestication.

~~Any~~“Factorial ~~conversion~~Energy ofCharter” means the ~~Class B~~certificate ~~ordinary shares described in this prospectus will take effect as a compulsory redemption~~ of ~~Class B~~ ~~ordinary~~incorporation ~~shares and an issuance~~ of ~~Class A~~Factorial ~~ordinary~~Energy, ~~shares~~which astook aeffect ~~matter~~upon ofthe ~~Cayman Islands law~~Domestication.

~~Any~~“Factorial ~~forfeiture~~Energy ofCommon ~~shares,~~Stock” ~~and~~means ~~all~~the ~~references to~~Series A ~~forfeiture~~Common ofStock ~~shares,~~and ~~described~~the ~~in this prospectus shall take~~Series ~~effect~~B asCommon a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law (that isStock, ~~an issuance of shares from share premium)~~collectively.

~~Unless~~“Factorial weEnergy ~~tell~~Incentive ~~you~~Plan” ~~otherwise,~~means the ~~information in~~Factorial ~~this~~Energy Inc. ~~prospectus~~2026 ~~assumes~~Equity ~~that~~Incentive ~~the underwriters will not exercise their over-allotment option~~Plan.

“Factorial Energy Organizational Documents” means, collectively, the Factorial Energy Charter and Factorial Energy Bylaws.

“Investor Stock Purchase Agreements” means the stock purchase agreements, dated December 17, 2025, by and between CGC and the PIPE Investors.

“Legacy Factorial” means Factorial Inc., a Delaware Corporation.

“Legacy Factorial Board” means the board of directors of Legacy Factorial.

“Legacy Factorial Common Stock” means the shares of common stock of Legacy Factorial.

“Legacy Factorial Founders” means Siyu Huang and Alex Yu.

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“Legacy Factorial Option” means each outstanding and unexercised option to purchase shares of Legacy Factorial Common Stock immediately prior to the Merger Effective Time.

“Legacy Factorial Preferred Stock” means the shares of preferred stock of Legacy Factorial.

“Legacy Factorial Stockholders” means the holders of Legacy Factorial Common Stock and Legacy Factorial Preferred Stock.

“Merger Effective Time” means the effective time of the Merger.

“Nasdaq” means the Nasdaq Stock Market, LLC.

“Non-Redeeming Shareholders” means the CGC Shareholders who enter into Non-Redemption Agreements with CGC.

“Non-Redemption Agreements” means one or more Non-Redemption Agreements by and between CGC and a Non-Redeeming Shareholder (including as incorporated into an Investor Stock Purchase Agreement executed by such Non-Redeeming Shareholder), pursuant to which, among other things, such Non-Redeeming Shareholder agrees to refrain from exercising their redemption rights with respect to the NRA Shares.

“PIPE Investments” means the subscription for approximately $64.7 million of PIPE Shares plus approximately $36.2 million of proceeds from the trust account resulting from NRA Shares, pursuant to the Investor Stock Purchase Agreements.

“PIPE Investors” means certain qualified institutional buyers, institutional accredited investors and other accredited investors who entered into the Investor Stock Purchase Agreements with CGC.

“PIPE Shares” means the 7,519,404 shares of Series A Common Stock purchased as part of the PIPE Investments.

“Private Warrants” means the 6,800,000 Warrants that were originally issued by CGC pursuant to the CGC Private Placement Warrants Purchase Agreements.

“Public Shareholder” means a holder of Public Shares.

“Public Shares” means the CGC Class A Shares initially issued in CGC’s IPO (whether they are purchased in the initial public offering or thereafter in the open market).

“Public Shares subject to redemption” means the Public Shares held by Public Shareholders other than the Non-Redeeming Shareholders.

“Public Warrants” means the warrants issued in exchange for the CGC Public Warrants at the Closing, with each warrant exercisable for one share of Series A Common Stock at an exercise price of $11.50.

“Redemption Price” means the per-share price, payable in cash, equal to the pro rata portion of the funds held in the Trust Account (including interest earned on the funds held in the Trust Account not previously released to CGC to pay its taxes, net of taxes payable), calculated as of two business days prior to the consummation of the Business Combination) at which each Public Share may be redeemed in connection with the Business Combination, pursuant to the CGC Articles.

“Securities Act” means the Securities Act of 1933, as amended.

“SPAC” means a special purpose acquisition company.

“Sponsor” means CGC III Sponsor LLC, a Cayman Islands limited liability company.

“Trust Account” means the trust account established in connection with CGC’s initial public offering.

“U.S. GAAP” means the accounting principles generally accepted in the United States of America.

“Warrant Agreement” means that certain amended and restated warrant agreement, dated as of June 5, 2026, by and between Factorial Energy and Continental, as warrant agent.

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“Warrants” means warrants to purchase Series A Common Stock as contemplated under the Warrant Agreement, with each warrant exercisable for one Series A Common Stock at an exercise price of $11.50, which consists of the Public Warrants and the Private Warrants.

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ABOUT THIS PROSPECTUS

This document forms part of a registration statement on Form S-1 filed with the SEC by Factorial Energy using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We may also use the shelf registration statement to issue up to 13,800,000 shares of our Series A Common Stock that may be issued upon the exercise of the Public Warrants. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus, except with respect to amounts received by us upon exercise of the Public Warrants and the Options to the extent such Public Warrants and Options are exercised for cash.

Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled “Where You Can Find More Information.”

Neither we nor the Selling Securityholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

For investors outside the United States: neither we nor the Selling Securityholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

This prospectus contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included elsewhere in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Information” and the financial statements included elsewhere in this prospectus. Unless the context otherwise requires, the terms “Factorial,” “the Company,” “we,” “us” and “our” in this prospectus refer to Factorial Energy Inc. and its consolidated subsidiaries.

Overview

~~We are a blank check company incorporated on October 29~~Factorial, ~~2024~~ as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combinationU.S.-based Weleader ~~have~~in ~~not~~solid-state ~~selected~~battery ~~any business combination target and we have not~~technology, ~~nor~~develops ~~has~~next-generation ~~anyone~~battery ~~on our~~technology ~~behalf, initiated any substantive discussions, directly or indirectly,~~ with ~~any~~high ~~business~~energy ~~combination~~density target. Additionally, we have not contacted any of the prospective target businesses that Cartesian Growth Corporation (“CGC I”), a former special purpose acquisition company (“SPAC”) sponsored by affiliates of our sponsor that completed its initial business combination in January 2023, had considered and rejected while such entity was a blank check company searching for ~~target~~planned ~~businesses~~use to acquire. We also have not contacted any of the prospective target businesses that Cartesian Growth Corporation II (“CGC II”), an existing SPAC sponsored by affiliates of our sponsor that consummated its initial public offering in ~~May 2022~~drones, ~~has~~on-road ~~considered while such entity continues its search for target businesses to acquire. However~~vehicles, wemobile ~~may contact any such targets subsequent to the closing of this offering if we become aware that the valuations~~robots, ~~operations,~~energy ~~profits or prospects of such target business~~storage, ~~or the benefits of any potential transaction with such target business, would be attractive to our shareholders. We have conducted no operations~~ and ~~have~~other ~~generated~~applications nothat ~~revenues~~demand tohigh ~~date,~~energy ~~and we will not generate operating revenues until, at the earliest, after we consummate our initial business combination~~density.

~~While~~The welimitations ~~may~~of ~~pursue~~commercially ~~our~~available ~~initial~~lithium-ion ~~business~~(“Li-ion”) ~~combination in~~batteries ~~any~~are ~~business~~well ~~industry~~illustrated orby ~~sector,~~drones weand ~~intend to focus~~ on ~~seeking high~~-~~growth~~road ~~businesses~~vehicles. ~~with~~Weight, ~~proven~~size, orand ~~potential~~cost ~~transnational~~constraints ~~operations or~~limit ~~outlooks~~their inpayloads, ~~order~~operating ~~to capitalize on the experience~~ranges, ~~reputation,~~ and ~~network~~potential ~~of our management team~~customers. ~~Furthermore~~Nevertheless, weeven ~~intend~~with tosuch ~~seek~~limitations ~~target businesses~~and ~~where~~end-user weconcerns ~~believe~~regarding wesafety ~~will~~and ~~have an opportunity to drive ongoing value creation after our initial business combination is completed~~capability, as ~~our~~each ~~management~~market ~~team~~ has ~~done~~grown ~~with~~significantly ~~multiple investments~~ over athe ~~wide range of sectors, industries and geographical locations~~past years.

Drone manufacturers, robotics engineers, and automotive companies are each seeking powerful — yet smaller, lighter, and safer — battery technology for their products.

To meet these demands, Factorial has developed, tested, and delivered to aerospace and automotive manufacturers commercial-grade battery cells with high energy density that are designed to equal or exceed current Li-ion batteries in multiple dimensions including weight, size, safety, and operating temperature range. These qualities have most recently been validated in a real-world test of our full-size cells on public roads in a production model vehicle only lightly modified for installation of our cells. Factorial’s batteries are engineered to be integrated into current use cases, designs, and physical form factors, enabling straightforward incorporation into applications such as drones and on-road vehicles with modest modifications to their manufacturing lines and processes. Factorial’s batteries are designed to deliver advantages in range, payload, and capabilities for current products as well as future designs and innovations. We believe that our philosophy of optimizing both individual battery components and their performance as a complete system will allow us to deliver advantages to end users over conventional Li-ion batteries.

Factorial’s battery cells deliver these advantages by using proprietary battery chemistries, designs, and fabrication techniques to create smaller, lighter batteries with higher energy density than conventional Li-ion batteries, in a manner we believe is commercially scalable. We have built and operated fabrication lines for production of our batteries and delivered thousands of battery cells to partners for use and validation in drones and on-road vehicles.

Factorial believes that its technical advantages and commercial readiness have resulted from and bolstered its collaborations with leading, global partners for adoption of its batteries, production processes, and technology. Our Factorial Electrolyte System Technology (“FEST®”) cells are designed to meet the demands of the high-power market¹ such as drones and on-road vehicles. Our Solstice^TM cells are engineered for long cycle applications² such as mobile robots, on-road vehicles, and AI data center energy storage solutions.

Factorial has cultivated and expanded a range of key partnerships, relationships, and collaborations with manufacturers, end users, and suppliers. Factorial’s partnerships in the automotive industry comprise leading global OEMs representing 26% of the electric vehicle (“EV”) industry in the United States and Europe, as measured by 2024 unit sales.³ Factorial’s relationships in the aerospace industry include a material evaluation agreement with Avidrone Aerospace, a North American aerospace company, that designs and manufactures advanced unmanned aerial systems (“UAS” or “drones”), including heavy-lift and long range unmanned platforms.

¹ High power refers to applications requiring high continuous or pulse discharge rates (typically a C-Rate of 4C or greater) as is seen for vertical takeoff or rapid acceleration.

² Long cycle indicates a demand for a battery that can undergo a high number of charge and discharge cycles before its capacity no longer meets its intended design requirements.

³ ICCT (International Council on Clean Transportation), U.S. Passenger EV Sales and Model Availability Through 2024 — accessed January 2026, https://theicct.org/publication/us-passenger-ev-sales-andmodel-availability-through-2024-apr25/; Statista, Electric

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Mobility — September 2025, https://www.statista.com/topics/1010/electric-mobility/; Autovista24, What Are the Global EV Market’s Most Successful Brands? — February 2025, https://autovista24.autovistagroup.com/news/what-are-theglobal-ev-markets-most-successful-brands/, Factorial research and estimates.

In 2021, Factorial became the first company to announce a 40 Ah automotive-scale solid-state battery capable of operating at room temperature. Following an initial strategic investment from Hyundai/Kia, Factorial expanded its partnerships with Mercedes-Benz and Stellantis, who subsequently co-led a $200 million investment round.

Factorial believes that these relationships demonstrate Factorial’s leadership in the solid-state battery industry and will meaningfully support the demand for its products. Moreover, Factorial expects that these relationships will allow Factorial to develop products tailored to meet the needs of end users and match the production demands of its partners and customers.

We believe we have developed one of the world’s most advanced solid-state battery technologies, and the management team necessary to become a leading provider of advanced batteries. We were named by MarketsandMarkets^TM as one of seven “star players” in the solid-state battery market in July 2025,⁴ named to Time Magazine’s America’s Top Greentech Companies list in 2024 and 2025,⁵ and ranked #25 on Bessemer’s XB100 in 2023.⁶ Although we are a pre-commercialization stage company, we consider ourselves to be a leader in the solid-state battery industry based upon our achievement of many industry “firsts” (including first to announce a 40 Ah automotive-scale solid-state battery capable of operating at room temperature, world’s first to announce 100+ Ah lithium-metal solid-state battery cell, first to announce the delivery of high energy density (>390Wh/kg) 100+ Ah solid-state battery B sample to a global automotive OEM, and first to announce the launch of solid-state battery production program in the United States for passenger vehicles) and the strength of our relationships with collaboration partners, who collectively hold a 26% market share of the U.S. and European electric vehicle market. We believe we can scale the volume of our own manufacturing. Factorial’s third-party-tested FEST® battery technology is designed to be incorporated into the existing manufacturing lines of its collaboration partners. We have designed our technology to allow batteries with FEST® to be straightforwardly substituted for existing conventional Li-ion batteries in EVs.

Controlled Company

As a result of the voting power of the Series B Common Stock, which has ten votes per share, the Legacy Factorial Founders hold 62.9% of the total voting power of the Factorial Energy Common Stock. Accordingly, the Legacy Factorial Founders have a majority of such voting power and, as a result, Factorial Energy qualifies as a “controlled company” under Nasdaq rules. Nevertheless, Factorial Energy does not intend to rely upon any of the exemptions available to a “controlled company” under Nasdaq corporate governance requirements. If Factorial Energy were to elect to avail itself of the exemptions available to a “controlled company”, Factorial Energy would be permitted to be exempt from certain corporate governance requirements, including the requirement that a majority of its board of directors be composed of “independent directors” under Nasdaq rules and that its compensation committee consist entirely of independent directors.

Risk Factors Summary

In evaluating an investment in our securities, you should carefully read this prospectus and especially consider the factors discussed in the section of this prospectus entitled “Risk Factors.” In particular, such risks include, but are not limited to, the following:

●

The development of batteries is complex and the timing of development cannot be assured. Delays in the development of Factorial Energy’s batteries could adversely affect Factorial Energy’s business and prospects.

●

Factorial Energy is an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses from operations.

⁴ “MarketsandMarkets, Solid-State Battery Market Size, Share and Trends, July 2025 - accessed March 2026,https://www.marketsandmarkets.com/Market-Reports/solid-state-battery-market-164577856.html”

⁵ https://time.com/7344228/americas-top-greentech-companies-of-2025/, https://time.com/7372550/americas-topgreentechcompanies-2024/

⁶ Bessemer’s XB100, Top 100 Private Deep Tech Companies, 2023.

~~Although~~Table we anticipate acquiring a target business that is an operating business, we are not obligated to do so and may determine instead to merge with or acquire a company with no operating history if the terms of the transaction are determined by us to be favorable to our public shareholders and the target business has a fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable, if any, on the income accrued on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. In such event, investors would not have the benefit of basing the decision on whether to remain with our company following such transaction on the past operations of such target business. Furthermore, in such a situation, many of the acquisition criteria and guidelines set forth in this prospectus may be rendered irrelevant. If we do not obtain a fairness opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to such criteria, the fair market value of such a target would be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and/or book value, discounted cash flow valuation or value of comparable businesses. We can provide no assurances that our management team’s expertise will guarantee a successful initial business combination. In addition, our management team is not required to devote a significant or certain amount of time to our businesses and our management team is currently devoting time to, and is involved with, other businesses.Contents

~~Our~~● ~~Sponsor,~~Factorial ~~Recent~~Energy’s ~~SPAC~~business ~~Experience,~~plan ~~Board~~has ofyet ~~Directors~~to be tested, and ~~Team Members~~Factorial Energy may not succeed in executing on its strategic plans, including commercialization.

~~Cartesian~~● ~~Capital~~Factorial ~~Group~~Energy will need substantial additional capital in the future to fund its business and may be unable to meet its future capital requirements, impairing its financial position and results of operations.

~~Our~~● ~~sponsor~~Factorial isEnergy’s anability ~~affiliate~~to ofmanufacture ~~Cartesian~~its ~~Capital Group,~~batteries ~~LLC~~at ~~(“Cartesian”),~~scale adepends ~~global~~on ~~private~~its ~~equity~~ability ~~firm~~to ~~and~~design, ~~registered~~engineer, ~~investment adviser headquartered in New York City~~build, ~~New York.~~operate ~~Cartesian~~and ~~has~~staff ~~extensive~~its ~~experience~~facilities ~~providing~~successfully ~~growth~~or ~~capital~~ to ~~companies~~obtain ~~around~~third ~~the~~party ~~world.~~manufacturing ~~Since~~capacity ~~its~~and ~~inception in 2006, Cartesian has managed more than $3 billion in committed capital~~expertise. ~~Cartesian~~Factorial ~~was~~Energy ~~founded~~may byneed ~~Peter~~to ~~Yu,~~sell ~~who~~its ~~previously~~products ~~founded~~at ~~and~~a ~~served~~loss asbefore ~~Chief~~reaching ~~Executive Officer~~economies of ~~AIG Capital Partners, Inc~~scale. ~~(“AIGCP”), a leading international private equity firm with over $4.5 billion in committed capital.~~

~~Cartesian’s~~● ~~team~~Factorial ~~currently~~Energy ~~consists~~relies ~~of 23 professionals~~on, ~~who~~and ~~together~~will ~~have~~continue ~~more~~to ~~than~~rely ~~300~~on, ~~years~~complex ofequipment ~~international~~for ~~private~~our ~~equity experience~~operations. ~~Collectively~~This equipment, ~~the~~and ~~Cartesian~~manufacturing ~~team~~generally, ~~has executed~~creates ~~more~~a ~~than~~significant 55degree ~~market-leading~~of ~~investments~~risk ~~across~~and 30uncertainty ~~countries~~in terms of operational performance and costs. ~~Over~~Factorial ~~the~~may ~~years,~~not ~~the~~be ~~Cartesian~~able ~~team~~to ~~has~~establish ~~developed~~new, anor ~~extensive~~maintain ~~network of~~existing, supply relationships, ~~particularly~~for innecessary ~~North~~raw ~~America~~materials, ~~Europe~~components or equipment or may be required to pay costs for raw materials, ~~South~~components ~~America~~or equipment that are more expensive than anticipated, which could delay the introduction of our products and ~~Asia,~~negatively impact their business and anability ~~established~~to ~~record~~generate revenue and profits. Certain components of ~~innovative~~Factorial Energy batteries pose safety risks that may cause injury or death. Factorial Energy may be subject to financial and ~~opportunistic investing,~~reputational ~~consistent~~risks ~~discipline~~due to product recalls and product liability claims, and ~~significant~~we ~~value~~could ~~creation~~face ~~for~~substantial ~~all~~liabilities ~~stakeholders~~that exceed our resources.

We● ~~believe~~Factorial ~~our~~Energy’s ~~team~~future ~~has~~growth ~~the~~and ~~required~~success ~~analytic, financial,~~depend ~~and~~in ~~operational~~part ~~expertise~~on its ability to ~~complete~~grow its customer base and effectively sell to a ~~successful~~wide ~~initial~~variety ~~business~~of ~~combination~~customers. ~~and~~Failure ~~generate~~to ~~attractive~~grow ~~risk-adjusted~~Factorial ~~returns for~~Energy’s ~~our~~customer ~~shareholders~~base would adversely affect its business and prospects.

~~Recent SPAC~~● ~~Experience~~Factorial Energy’s business depends substantially on the continuing efforts of its senior executives and other key personnel as well as the ability to attract, train, and retain highly skilled employees and key personnel.

~~In December 2020,~~● ~~members~~The ofEV ~~our~~battery ~~management~~market ~~team~~continues ~~formed~~to ~~CGC~~evolve I,and ais ~~blank~~highly ~~check company formed for substantially similar purposes as our company. CGC I completed its initial public offering in February 2021~~competitive, ~~in which it sold 34,500,000 units, each unit consisting of one Class A ordinary share of CGC I~~ and ~~one-third of~~ ~~one~~certain ~~warrant~~other tobattery ~~purchase~~manufacturers ~~one~~have ~~Class A~~significantly ~~ordinary~~greater ~~share of CGC I~~resources, ~~for~~experience anand ~~offering~~scale ~~price~~than ofFactorial ~~$10.00~~Energy ~~per~~does ~~unit,~~and ~~generating~~have ~~aggregate~~technologies ~~gross~~that ~~proceeds~~may ofbe ~~$345,000,000.~~superior ~~Certain~~to ~~members~~Factorial ~~of our management team served on the management team of CGC I~~Energy’s. InAs ~~January 2023, CGC I completed its initial business combination and now operates as AlTi Global, Inc. (f/k/~~a ~~Alvarium Tiedemann Holdings~~result, ~~Inc.)~~ ~~(“AlTi~~Factorial ~~Global”),~~Energy amay ~~leading~~not ~~independent,~~be ~~global~~able ~~wealth~~to ~~and asset~~produce ~~manager~~its ~~that~~products ~~provides~~at ~~entrepreneurs,~~cost ~~multi-generational~~competitive ~~families, institutions, and emerging next-generation leaders with fiduciary capabilities as well as alternative investment strategies and strategic advisory services~~prices.

~~In October 2021,~~● ~~members~~The ~~of our management team formed CGC II~~unavailability, ~~another blank check company formed for substantially similar purposes as our company. CGC II completed its initial public offering in May 2022~~reduction, inor ~~which~~elimination ~~it sold 23,000,000 units, each unit consisting~~ of ~~one~~government ~~Class A ordinary share of CGC II~~ and ~~one-third~~economic ofincentives ~~one~~could ~~warrant~~have toa ~~purchase~~material ~~one~~adverse ~~Class A~~effect ~~ordinary share of CGC II, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $230,000,000. Certain members of our management team currently serve~~ on ~~the~~Factorial ~~management~~Energy’s ~~team of CGC II. In October 2024, CGC II announced that it has entered into a non-binding letter of intent with a potential target with respect to its initial~~ business ~~combination. However~~, ~~there~~financial ~~is no guarantee that CGC II will be able to enter into a definitive business combination agreement with such potential target or~~condition, ifresults ~~such~~of ~~agreement is entered into~~operations, ~~that~~and ~~it will ultimately be able to consummate a business combination with such potential target~~prospects.

~~Additionally,~~● ~~Sanford~~Factorial ~~Litvack,~~Energy ~~one~~will ofbe ~~our~~controlled ~~independent director~~or ~~nominees,~~substantially ~~served~~influenced onby the ~~board~~Legacy ofFactorial ~~directors for L Catterton Asia Acquisition Corp.~~Founders, awhose ~~blank~~interests ~~check~~may ~~company~~conflict ~~that completed its business combination~~ with ~~Lotus~~other ~~Technology Inc~~stockholders. ~~in February 2024.~~

~~We believe~~● ~~that~~Factorial ~~potential~~Energy ~~sellers~~may ofbecome ~~target~~involved ~~businesses will view the fact that our management team has negotiated and entered into business combination and merger agreements, as sponsor and as a target, as a positive factor~~ in ~~considering whether~~lawsuits ~~or not~~ to ~~enter~~protect ~~into a business combination with us. However, past performance of our management team, Cartesian,~~ or enforce its ~~affiliates is~~patent ~~not a guarantee of either the ability to successfully identify and consummate an initial business combination~~ or ~~the~~other ~~success~~intellectual ofproperty the resulting company. You should not rely on the historical record of management or Cartesian or its affiliates as indicative of future performance. See “Risk Factors — General Risk Factors — Past performance by our management team and their respective affiliatesrights, ~~including investments and transactions in~~ which ~~they~~could ~~have~~be ~~participated and businesses with which they have been associated~~expensive, ~~may~~ ~~not~~time-consuming beand ~~indicative of future performance of an investment in the company~~unsuccessful.”

●

Factorial Energy has identified a material weakness in its internal control over financial reporting. If Factorial Energy is unable to remediate this material weakness or otherwise fails to maintain proper and effective internal controls, its ability to produce timely and accurate financial statements could be impaired, which could adversely affect its operating results, its stock price and access to the capital markets.

●

There may not be an active trading market for Series A Common Stock, which may make it difficult to sell shares of Series A Common Stock.

●

Future sales or issuances, or the perception of future sales or issuances, by Factorial Energy or its stockholders in the public market, including through conversion of the Series B Common Stock, could cause the market price for Factorial Energy’s securities to decline and dilution to Factorial Energy’s stockholders.

●

Factorial Energy will have increased costs as a result of operating as a public company, and Factorial Energy’s management will devote substantial time to related compliance initiatives.

~~Our~~Table ~~Board~~ of ~~Directors and Team Members~~Contents

~~Peter Yu~~● ~~has~~We ~~served~~are ascurrently ~~our Chairman since our inception~~ in ~~October 2024 and as our Chief Executive Officer since December 2024. He also is~~ a ~~Managing~~period ~~Partner~~ of ~~Cartesian.~~economic Atuncertainty Cartesian, Mr. Yu led more than 20 investments in companies operating in more than 30 countries. Mr. Yu currently serves on the boards of directors of several companies, including Cartesian Sustainable Finance, LLC, Cartesian Specialty Finance, LLC, TH International Limited (“Tims China”) (NASDAQ: THCH), Pangaea Foods, SPC, PolyNatura Corp., Cartesian Royalty Holdings Pte. Ltd., Flybondi Limited, and ~~Simba~~capital ~~Sleep~~markets ~~Limited. Prior to forming Cartesian~~disruption, ~~Mr. Yu~~which ~~founded~~has ~~and~~been ~~served as~~significantly ~~the~~impacted ~~President~~by ~~and Chief Executive Officer of AIGCP. Under his leadership, AIGCP became~~ a ~~leading~~new ~~international private equity firm, with more than $4~~U.~~5 billion in committed capital~~S. ~~Mr. Yu~~presidential ~~led~~administration ~~numerous investments in several regions~~ and ~~served~~accompanying asregulatory ~~Chairman~~activities of the investment committee of eight AIGCP private equity funds. Prior to founding AIGCP, Mr. Yu served President Bill Clinton as Director to the National Economic Council, the White House office responsible for developing and ~~coordinating~~ economic ~~policy.~~policies ~~Mr. Yu has also served as the Chief Executive Officer of CGC II since October 2021~~ and asevents ~~its~~related ~~Chairman~~thereto, ~~since~~ongoing ~~May 2022.~~military ~~Mr. Yu~~conflicts ~~previously served as the Chief Executive Officer~~ and ~~Chairman~~geopolitical ofinstability ~~CGC I from December 2020 until the consummation of its business combination in January 2023,~~ and ~~thereafter~~inflation ~~served on the AlTi Global board until June 2024. A graduate of Harvard Law School, Mr. Yu served as President of the Harvard Law Review~~ and asinterest ~~a law clerk on the U~~rates.S. Supreme Court. Mr. Yu received a bachelor’s degree from Princeton University’s Woodrow Wilson School. In addition to his commercial activities, Mr. Yu serves on the Advisory Council for the Princeton School for Public & International Affairs, the Advisory Council for the Princeton Institute for International & Regional Studies, on the board of directors of The John Paul Stevens Fellowship Foundation and on the Global Council of the Carnegie Endowment for International Peace.

~~Rafael de~~● ~~Luque~~Factorial ~~has~~Energy’s ~~served~~actual as one of our directors since our inception in October 2024 and as our Chief Financial Officer since December 2024. He is also a Partner at Cartesian where he has led transactions in numerous sectors, including in financial ~~services,~~ ~~convenience~~position ~~retail, mobile communications,~~ and ~~legal~~results ~~services. Mr. de Luque currently serves on the board~~ of ~~directors of~~operations ~~Flybondi~~may ~~Limited.~~differ ~~Mr. de~~materially ~~Luque~~from ~~has also served on~~ the ~~CGC~~unaudited IIpro ~~board~~forma offinancial ~~directors~~information ~~since~~included ~~May 2022.~~in ~~Prior~~this ~~to joining Cartesian, Mr~~prospectus. de ~~Luque~~If ~~served~~we asare aunable ~~Vice~~to ~~President~~adequately ataddress anthese ~~affiliate of AIGCP, where he specialized in media~~ and ~~content-related~~other ~~investments. Earlier~~risks inwe ~~his career~~face, ~~Mr. de~~our ~~Luque~~business, ~~held~~results ~~the position~~ of ~~Financial Consultant at the Inter-American Development Bank. Mr. de Luque~~operations, afinancial ~~CFA®~~condition ~~charterholder, received his Master of Business Administration from the University of Maryland~~ and ~~holds~~prospects ~~bachelor’s degrees~~may ~~from~~be ~~Universidad de Los Andes in Colombia~~harmed.

~~Ali Bouzarif~~Corporate will serve on our board of directors upon completion of this offering. He is currently the CEO of IlWaddi Advisors and has worked with IlWaddi Group, a global private investment group, since 2017. He also serves as a board member of AlTi Global. Mr. Bouzarif was previously a member of the Supervisory Board of Alvarium Investments Limited (“Alvarium”). He also served on the Finance and Compensation Committee of Alvarium. Previously, Mr. Bouzarif served as the Head of M&A and member of the Management Investment Committee at the Qatar Investment Authority (the “QIA”) from 2007 to 2017. During his tenure at the QIA, Mr. Bouzarif served as a member of the board of directors and the remuneration committee of Heathrow Airport and American Express Global Business Travel (NYSE: GBTG), a board member and member of the commitment committee of AccorHotels, and a member of the board of Canary Wharf Group. Mr. Bouzarif also currently serves on the boards of directors of Heathrow Airport Holdings Limited, Fueguia SRL, Globe-Trotter Group Limited and Connolly Retail Limited. Mr. Bouzarif holds a Master’s degree in business engineering from Solvay Brussels School of Economics & Management and is a CFA® charterholder.Information

~~Kevin Gold~~We ~~will~~were ~~serve~~incorporated onunder ~~our board of directors upon completion of this offering. He is currently~~ the ~~Executive~~name ~~Chairperson~~Cartesian ~~at Mishcon~~Growth deCorporation ~~Reya~~III ~~LLP~~on ~~(“Mishcon”)~~October 29, an2024 ~~800-lawyer~~as ~~global law firm,~~ a ~~position~~Cayman heIslands ~~has~~exempted ~~held since 2020~~company. AtUpon ~~Mishcon~~the Closing, ~~Mr. Gold specializes~~we indomesticated ~~corporate~~as ~~finance,~~a ~~mergers~~Delaware ~~and~~corporation ~~acquisitions,~~ and ~~joint~~changed ~~ventures,~~our asname ~~well~~to asFactorial ~~advising~~Energy Inc. onOur ~~international~~principal ~~tax~~executive ~~matters,~~office ~~particularly offshore~~is ~~trusts~~located ~~and~~at ~~the~~805 ~~international~~Middlesex ~~tax structuring of companies. Additionally~~Turnpike, ~~Mr. Gold guides Mishcon’s strategic growth~~Billerica, ~~particularly~~ inMA ~~international markets~~01821, ~~as well as launching~~ and ~~leading~~our ~~the~~telephone ~~firm’s~~number ~~ancillary~~is ~~businesses.~~(617) Mr315-9733. ~~Gold~~ ~~joined~~Our ~~Mishcon in~~website ~~1995~~address ~~from~~is ~~Bayer-Rosin, where he served as a partner, and became Managing Partner of Mishcon in 1997~~www. Mrfactorialenergy. ~~Gold~~com. ~~has~~The ~~received~~information ~~numerous accolades~~contained ~~throughout~~in ~~his~~or ~~legal~~accessible ~~career,~~from ~~including~~our ~~being~~website ~~named~~is ~~“Law~~not ~~Firm~~incorporated ~~Leader~~into ofthis ~~the Year” at the 2015 Legal Business Awards~~prospectus, and ~~has~~you ~~been~~should ~~listed~~not inconsider ~~the~~it ~~inaugural~~part ~~Spear’s 2023 Power List. He is currently a Trustee~~ of ~~the~~this ~~Social Mobility Business Partnership~~prospectus. ~~Mr. Gold~~ ~~earned~~We ~~his~~have ~~bachelor’s~~included ~~degree~~our inwebsite ~~sociology~~address ~~and psychology with a minor~~ in ~~comparative~~this ~~African~~prospectus ~~government~~solely ~~and~~as ~~law~~an ~~from the~~inactive ~~University~~textual ~~of Cape Town~~reference.

~~Sanford Litvack~~Implications ~~will serve on our board~~ of ~~directors~~being ~~upon~~an ~~completion~~Emerging ofGrowth this offering. He has over six decades of experience in commercial litigation and corporate operations, both in the private and public sectors. Mr. Litvack is currently a Partner at Chaffetz Lindsey LLP, a leading boutique trial and arbitration law firm. Previously, Mr. Litvack served as Assistant Attorney General in charge of the Antitrust Division of the Department of Justice and was selected by President George W. Bush to serve on the Antitrust Modernization Commission. In addition to his courtroom experience, Mr. Litvack spent a decade at The Walt Disney Company, ~~holding various roles including General Counsel, Chief of Corporate Operations,~~ and ~~Vice Chairman of the board of directors. He is also~~ a ~~former~~Smaller ~~director~~Reporting of Hewlett Packard. From August 2022 through February 2024, Mr. Litvack served on the board of directors for L Catterton Asia Acquisition Corp., a SPAC. Since October 2022, Mr. Litvack has served on the board of directors for ParkerVision, Inc., a leader in proprietary radio frequency technologies. Mr. Litvack earned his B.A. at The University of Connecticut and received his LL.B. from Georgetown University Law Center.Company

The Jumpstart Our Business Startups Act (the “JOBS Act”), was enacted in April 2012 with the intention of encouraging capital formation in the United States and reducing the regulatory burden on newly public companies that qualify as “emerging growth companies.” We are an emerging growth company within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of certain exemptions from various public reporting requirements, including (i) being permitted to present only two years of audited financial statements and selected financial data and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports and registration statements, including this prospectus, subject to certain exceptions, (ii) not being required to have our internal control over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), (iii) certain reduced disclosure requirements related to the disclosure of executive compensation in this prospectus and in our periodic reports and proxy statements, (iv) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, and (v) exemptions from the requirement that we hold a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an emerging growth company.

We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) December 31, 2030 (the last day of the fiscal year ending after the fifth anniversary of the effectiveness of CGC’s IPO registration statement).

We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to holders of our Common Stock may be different than what you might receive from other public reporting companies in which you hold equity interests.

We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

For certain risks related to our status as an emerging growth company, see the section titled “Risk Factors - Risks Related to Operating as a Public Company.”

~~Assistance~~Table ~~from~~of ~~Cartesian~~Contents

~~In addition~~THE to the members of our board of directors, our investment team will include the Cartesian team members noted below. We believe that these individuals have substantial executive expertise that will be helpful in the identification of potential target businesses as well as the successful consummation of a business combination. None of these individuals are required to commit any specified amount of time to our affairs; however, we expect that certain of these individuals will on average dedicate a majority of their professional time on our affairs.OFFERING

~~Beth Michelson~~The isfollowing asummary Partner at Cartesian where she has led numerous investments in digital infrastructure, space technology, specialized manufacturing and distribution, and eCommerce. She has served on several corporate boards and currently serves on the boards of ~~directors of NorthStar Earth & Space, Inc., Xipron LLC, Thermal Management Solutions Ltd, and Brilia Participacao S.A. She also serves on~~ the ~~Global~~offering ~~Advisory~~contains ~~Board~~basic ofinformation ~~Columbia~~about ~~Business School’s Chazen Institute for Global Business. Ms. Michelson has also served as~~ the ~~Chief~~offering ~~Financial~~and ~~Officer~~our ofcommon ~~CGC~~stock ~~II since October 2021~~ and onis ~~the~~not ~~CGC~~intended ~~II board of directors since May 2022. Prior~~ to ~~the~~be ~~formation of Cartesian, Ms~~complete. ~~Michelson~~ ~~served~~It asdoes ~~Vice~~not ~~President~~contain atall anthe ~~affiliate~~information ofthat ~~AIGCP,~~may ~~leading~~be ~~investments~~important into ~~media and telecommunications globally~~you. ~~Earlier~~For in her career, Ms. Michelson was an Associate at Wasserstein Perella Emerging Markets focusing on private equity investments and structured products, worked in financing for media and entertainment at Dresdner Bank AG, and worked in the U.S. House of Representatives. Ms. Michelson is a ~~CFA®~~more ~~charterholder,~~complete ~~received~~understanding ~~her Master~~ of ~~Business~~our ~~Administration~~common ~~and Master of International Affairs from Columbia Business School and Columbia School of International and Public Affairs~~stock, ~~respectively,~~please ~~and holds~~refer ato ~~bachelor’s~~the ~~degree~~section ~~from~~titled ~~the~~“Description ~~University~~ of ~~Michigan~~Capital Stock.”

~~Gregory Armstrong~~Issuance ~~is a Partner at Cartesian. At Cartesian, Mr. Armstrong has led numerous investments in the food service, retail, energy, and infrastructure industries. He also serves on the board~~ of ~~Tims China (NASDAQ: THCH) and a number of other Cartesian portfolio company boards. Mr.~~Series ~~Armstrong~~A ~~previously~~Common served as Chief Financial Officer and a member of the board of directors of CGC I and as Director and Chairman of the investment committee of CartesianRe (an insurance-linked-security focused hedge fund). Prior to joining Cartesian, Mr. Armstrong served as an associate at AIGCP where he was involved in investments in natural resources, business services, and telecommunications. Mr. Armstrong was previously with Broadview International, a mid-market mergers & acquisitions advisory firm, where he specialized in advising communications infrastructure companies. Mr. Armstrong received his Master of Business Administration from MIT Sloan School of Management and holds a bachelor’s degree in electrical engineering from Princeton University.Stock

Paul Hong is a Partner at Cartesian where he has led numerous investments in logistics, maritime services, basic industries, and financial services. Mr. Hong currently serves on the board of directors of Simba Sleep Canada Limited. Prior to joining Cartesian, Mr. Hong served as Senior Vice President and General Counsel of AIGCP and participated in the bulk of the firm’s investments during his tenure. Prior to joining AIGCP, Mr. Hong practiced law in the corporate and tax departments of Kirkland & Ellis LLP where he specialized in private equity transactions. Mr. Hong received his LL.M. in taxation from New York University School of Law, his J.D. from Columbia Law School, and holds a bachelor’s degree in economics from Columbia College.

Martin Biely is an Investment Professional at Cartesian. Mr. Biely currently serves on the board of directors of FSF Tecnologia S.A. (“Aloo Telecom”) and Flybondi Limited. Prior to joining Cartesian, Mr. Biely was a Senior Portfolio Manager at First Private Investment Management in Frankfurt, Germany where he managed two long/short equity hedge funds. Mr. Biely received his Master of International Financial Management from the Martin Luther University of Halle Wittenberg, Germany and University of Economics, Slovakia, and his Master of Business Administration from the Tuck School of Business at Dartmouth College. Mr. Biely is a CFA® charterholder and a Chartered Alternative Investment Analyst.



Shares of Series A Common Stock issuable upon exercise of the Public Warrants		Up to 13,800,000 shares

Resale of Common Stock

Shares of Common Stock Offered by the Selling Securityholders		Up to 86,441,489 shares of Series A Common Stock consisting of (a) 32,812,316 shares of Series A Common Stock issued to certain holders of Legacy Factorial’s capital stock (excluding treasury shares, dissenting shares and shares held by the Legacy Factorial Founders), (b) 15,512,744 shares of Series A Common Stock issuable upon conversion of 15,512,744 shares of Series B Common Stock held by the Legacy Factorial Founders, (c) 5,810,000 shares of Series A Common Stock issued to the Sponsor and certain initial shareholders of CGC, (d) 7,519,404 shares of Series A Common Stock in the aggregate issued in connection with the PIPE Investments to PIPE Investors and the Sponsor Investor’s NRA Shares, (e) 13,293,953 shares of Series A Common Stock issuable upon exercise of the Options held by certain Selling Securityholders, (f) 4,630,954 shares of Series A Common Stock issuable upon vesting and settlement of the RSUs held by certain Selling Securityholders, (g) 62,118 shares of Series A Common Stock issued to CF&CO pursuant to a financial advisor engagement letter with respect to services provided by CF&CO to the Company in connection with the Business Combination and (h) 6,800,000 shares of Series A Common Stock that may be issued upon the exercise of the Private Warrants.

Common Stock outstanding prior to the exercise of the Options and Warrants		32,812,316 shares of Series A Common Stock and 15,512,744 shares of Series B Common Stock as of the Closing.

Common Stock outstanding after the exercise of the Options and Public Warrants and settlement of RSUs		Up to 50,737,223 shares of Series A Common Stock, assuming the exercise in full of all Options and Public Warrants for cash and the settlement in full of all RSUs, and 15,512,744 shares of Series B Common Stock as of the Closing.

Use of Proceeds		All of the shares of Common Stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales, except to the extent the Options and the Warrants are exercised for cash. We may receive an aggregate of up to $158,700,000 from the exercise in full of the Warrants for cash, and up to approximately $13,461,119.90 from the exercise in full of the Options for cash, for a combined aggregate of up to approximately $172,161,119.90. We expect to use the net proceeds from the exercise of the Options and Warrants, if any, for general corporate purposes. See “Use of Proceeds” in this prospectus for more information.

Nam Trinh is an Investment Professional at Cartesian. Mr. Trinh currently serves on the board of directors of Simba Sleep Limited and is the Chief Financial Officer of PolyNatura Corp. and Simba Sleep Canada Limited. Previously, Mr. Trinh served on the board of directors of Pangaea Logistics Solutions Ltd and was the Chief Financial Officer of Aqua Comms DAC. Prior to joining Cartesian, Mr. Trinh served as an associate at a Wall Street investment bank and in the audit practice at Deloitte. Mr. Trinh received his bachelor’s in science in economics from The Wharton School and a BSE in computer science and engineering from The School of Engineering and Applied Science at the University of Pennsylvania. Mr. Trinh is a CFA® charterholder.

Chris Moon is an Investment Professional at Cartesian. Prior to joining Cartesian, Mr. Moon practiced law in the executive compensation department of Cravath, Swaine & Moore LLP where he specialized in M&A transactions. Previously, Mr. Moon served with Credit Suisse and the U.S. Securities and Exchange Commission (the “SEC”). Earlier in his career, Mr. Moon served as a Military Intelligence Officer and Airborne Ranger in the United States Army where he advised 4-Star General Lloyd Austin, Commander of U.S. Central Command, on military operations in the Middle East. Mr. Moon received his bachelor’s degree in operations research from the U.S. Military Academy at West Point, his Master of Business Administration from Columbia Business School and his J.D. from the University of California, Berkeley, School of Law.

~~With respect~~Table ~~to the above, past performance~~ of our management team, Cartesian, or its affiliates is not a guarantee of either the ability to successfully identify and consummate an initial business combination or the success of the resulting company. You should not rely on the historical record of management or Cartesian or its affiliates as indicative of future performance. See “Risk Factors — General Risk Factors — Past performance by our management team and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.”Contents

~~Our management~~Market ~~team~~for ~~has~~our ~~fiduciary~~Securities ~~and~~ ~~contractual~~Our ~~obligations~~Series toA ~~Cartesian~~Common ~~and~~Stock ~~its affiliates. We believe that these obligations do not present a material conflict of interest, as our sponsor~~ is ~~controlled~~listed byon ~~Pangaea Three-B, LP,~~Nasdaq aunder ~~private~~the ~~equity~~symbol ~~fund~~“FAC.” ~~sponsored~~The byPublic ~~Cartesian, and~~Warrants ~~any~~are ~~potential~~listed ~~target~~on ~~businesses~~the ~~suitable~~Nasdaq ~~for~~under ~~us will likely be beyond~~ the ~~investment~~symbol ~~scale targeted by Pangaea Three-B, LP~~“FACWW. ~~However,~~” ~~our~~ ~~officers~~ ~~and~~ ~~directors~~Risk ~~may~~Factors ~~have~~ ~~conflicts~~See of“Risk ~~interest~~Factors” ~~with~~and other ~~entities~~information toincluded ~~which~~elsewhere ~~they~~in ~~owe~~this ~~fiduciary~~prospectus ~~or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities~~ for ~~which~~ a ~~conflict of~~discussion ~~interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance~~ of ~~obligations~~factors ~~and~~you ~~presentation~~should ofconsider ~~business~~before ~~opportunities~~investing toin ~~us,~~our ~~please refer to the table and subsequent explanatory paragraph under “Management — Conflicts of Interest~~securities.”

We believe our management team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team’s network and investing and operating experience do not guarantee a successful initial business combination. The members of our management team and our investment team are not required to devote any significant amount of time to our business and are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until our initial business combination is completed.

~~Business~~In ~~Strategy~~this prospectus, unless otherwise indicated, the number of shares of common stock outstanding is as of the Closing and is based on 91,510,501 shares of Series A Common Stock and 15,512,744 shares of Series B Common Stock issued and outstanding as of the Closing Date and excludes:

~~Our~~● ~~acquisition~~19,639,374 ~~and~~shares ~~value-creation~~of ~~strategy~~Series ~~is to~~A ~~identify~~Common ~~and~~Stock ~~combine~~reserved ~~with~~for anissuance ~~established~~pursuant high-growth company that can benefit from both a constructive combination and continued value-creation by our management team. We believe that our management team’s cycle-tested and distinctive investment approach will contribute to a ~~successful~~outstanding ~~initial~~Options ~~business~~under ~~combination and~~ the ~~continued~~Factorial ~~development of the combined company~~Inc. ~~This~~2019 ~~approach~~Stock ~~involves~~Incentive aPlan, ~~growth-oriented strategy~~as ~~and disciplined value-creation that the Cartesian team has consistently maintained and refined for over more than 20 years.~~amended;

We● ~~will seek to capitalize on the substantial analytic~~5, ~~financial~~116,217 ~~and~~shares ~~operational expertise~~ of ~~our~~Series ~~Chairman~~A ~~and~~Common ~~Chief~~Stock ~~Executive~~reserved ~~Officer,~~for ~~Peter~~issuance ~~Yu.~~upon ~~Mr. Yu also is~~ the ~~founder of~~settlement ~~Cartesian, an affiliate~~ of ~~our~~outstanding ~~sponsor and a registered investment adviser with experience providing growth capital to companies around the world.~~RSUs;

~~Cartesian’s~~● strategy is to provide growth capital to closely-held firms and assist their development as world-class multinational companies. Our management team has built numerous market-leading transnational companies across a wide range of sectors20, ~~regions~~600,000 ~~and~~shares ~~countries.~~of AsSeries ~~growth-capital~~A ~~investors,~~Common ~~our~~Stock ~~management team~~reserved ~~has~~for ~~generated~~issuance ~~investment~~upon ~~returns~~exercise ~~through intelligent growth and thoughtful internationalization~~ of ~~businesses~~the ~~in cooperation with incumbent owners and management teams. We believe this proven, partnership-driven, skill set should be particularly attractive to potential target companies.~~Warrants;

In● ~~terms of value-creation~~21, ~~our management team has helped companies develop through organic growth~~000,000 ~~targeted~~shares ~~combinations, opportunistic aggregation~~ of ~~individual~~Series ~~assets,~~A ~~and~~Common ~~fundamental transformations.~~Stock ~~Our~~reserved ~~team~~for ~~has~~issuance ~~worked~~under ~~closely~~the ~~with~~Factorial ~~management~~Energy ~~teams~~Inc. to2026 ~~develop~~Equity ~~new~~Incentive ~~market-entry strategies~~Plan, ~~evaluate~~plus ~~acquisition~~any ~~and~~annual ~~disposal targets,~~increases ~~and~~under ~~implement~~the ~~risk~~terms ~~management,~~thereof; ~~business intelligence,~~ and ~~strategic planning functions. We believe that this extensive track record of value creation should also enhance our ability to complete a successful business combination.~~

~~For~~● ~~more than 20 years~~1,830,211 ~~the~~shares ~~Cartesian~~of ~~team~~Series ~~has employed~~A aCommon ~~consistent~~Stock ~~strategy~~reserved tofor ~~identify~~issuance ~~and~~under ~~create~~the ~~investment~~Factorial ~~opportunities~~Energy ~~focusing on long-term continuities and short-term dislocations~~Inc. We ~~define~~2026 ~~“continuities”~~Employee asStock ~~large-scale~~Purchase ~~forces (e.g.~~Plan, ~~demographic,~~plus ~~industrial,~~any ~~technological)~~annual ~~driving~~increases ~~global~~under ~~economic~~the ~~change over~~terms ~~a multi-decadal period~~thereof. We define “dislocations” as inefficiencies that result in a temporary divergence between value and price, whether fueled by macroeconomic, sectoral, corporate, or even familial events. We will employ this same approach to identify potential target businesses.

From our longstanding practice, we have developed an extensive network of relationships with commercially successful families and privately held businesses in a wide range of industries and sectors around the world. We have worked closely with the advisors to those families and businesses, who often refer projects, companies, and potential partners to us. We will draw on this network as well as our expertise and relationships globally to develop a robust flow of acquisition opportunities.

~~However,~~Table we expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other SPACs (including CGC II) and other entities, domestic and international, competing for the types of businesses we intend to acquire. In recent years, the number of SPACs that have been formed has increased substantially. Because there are more SPACs seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms, which could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination. See “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless” and “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested in consummating a business combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.”Contents

~~Acquisition~~CAUTIONARY ~~Criteria~~NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~Consistent~~Certain ~~with~~statements ~~our~~included ~~business~~in ~~strategy,~~this weprospectus ~~have identified~~that ~~the~~are ~~following~~not ~~general~~historical ~~criteria~~facts ~~and~~are ~~guidelines~~forward-looking ~~that~~statements. weForward-looking ~~consider~~statements ~~relevant~~generally inare ~~evaluating~~accompanied ~~prospective~~by ~~target~~words ~~businesses.~~such Weas ~~intend to~~“believe,” ~~use~~“may,” ~~these~~“will,” ~~criteria~~“estimate,” ~~and~~“continue,” ~~guidelines~~“anticipate,” in“intend,” ~~evaluating~~“expect,” ~~acquisition~~“should,” ~~opportunities~~“would,” ~~but~~“plan,” we“predict,” ~~may~~“potential,” ~~decide~~“seem,” to“seek,” ~~enter~~“future,” ~~into~~“outlook” ~~our~~and ~~initial~~similar ~~business~~expressions ~~combination with~~that apredict ~~target~~or ~~business~~indicate ~~that~~future ~~does~~events ~~not~~or ~~meet~~trends ~~any~~or ofthat ~~these~~are ~~criteria~~not ~~and~~statements ~~guidelines~~of historical matters.

WeThese ~~intend~~forward-looking tostatements ~~seek~~include, tobut ~~acquire~~are ~~target~~not ~~businesses that~~limited to:

·● westatements ~~believe~~regarding ~~have~~estimates ~~meaningful~~and forecasts of other financial and ~~attractive~~performance ~~high-growth~~metrics ~~potential,~~and ~~whether~~projections ~~organic~~of ormarket ~~inorganic~~opportunity;

·● ~~have~~expectations ~~been~~and ~~identified~~timing ~~through~~related ato ~~proprietary~~the ~~process~~success, ~~rather~~cost ~~than~~and atiming ~~competitive~~of ~~process~~product development activities;

·● wefinancing ~~believe~~and ~~have~~other ~~proven~~ business ~~models as we do not intend to assume risks of unproven technologies~~milestones;

·● ~~have~~potential ~~significant~~benefits ~~transnational~~of ~~operations~~the orBusiness ~~attractive potential for transnational operations~~Combination; and

·● ~~operate~~expectations inrelating ato ~~manner consistent with~~ the ~~United~~Business ~~Nations~~Combination, ~~Principles~~including ~~for~~Factorial ~~Responsible~~Energy’s ~~Investment~~expected orcash ~~can promptly be aligned to operate in accordance with such principles;~~runway.

·These statements are ~~led~~based byon ~~proven~~various assumptions and on the current expectations of management ~~teams;~~and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions. Many actual events and circumstances are beyond our control.

·These ~~are~~forward-looking ~~owned~~statements inare ~~large~~subject ~~part~~to by a ~~family,~~number ~~management~~of ~~team~~risks and~~/or~~ ~~sponsor~~uncertainties, ~~that will retain a significant portion of the equity capital of the business after our initial business combination;~~including -

·● ~~are~~changes ~~supportive~~in ofdomestic and ~~welcome~~foreign ~~additional~~business, ~~value-creation and institution-building efforts~~market, ~~including enhanced corporate governance and~~ financial, ~~transparency~~political, ~~expanded business intelligence~~ and ~~strategic~~legal ~~planning activity and improved risk management capabilities~~conditions; ~~and~~

·● ~~are~~economic ~~willing~~uncertainty toand ~~participate~~capital inmarkets ~~our~~disruption, ~~initial~~which ~~business~~has ~~combination~~been onsignificantly ~~terms~~impacted ~~that~~by ~~will~~a ~~offer~~new anU.S. ~~attractive~~presidential ~~valuation~~administration ~~for~~and ~~our~~accompanying ~~shareholders.~~regulatory activities and economic policies and events related thereto, ongoing military conflicts and geopolitical instability and inflation and interest rates;

~~These~~● ~~criteria~~failure ~~and guidelines are not intended~~ to berealize ~~exhaustive or inviolate. Any evaluation relating to~~ the ~~merits~~anticipated ofbenefits a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of ~~proxy solicitation or tender offer materials, as applicable, that we would file with~~ the ~~SEC.~~Business Combination;

~~Acquisition~~● ~~Process~~the ability to maintain the listing of the Series A Common Stock on Nasdaq;

In● ~~evaluating~~future afinancial ~~prospective~~performance ~~target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews~~ of ~~customers~~Factorial ~~and~~Energy ~~suppliers,~~following ~~inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about~~ the ~~target~~Business and its industry which will be made available to us. We also expect to utilize our operational and capital planning experience. Given our experience, we expect to have the capacity to appropriately source opportunities and conduct a substantial portion of due diligence ourselves, relying less on third parties than many other similar companies.Combination;

If● weinternational ~~determine~~trade ~~to move forward with a particular target~~disputes, weincluding ~~will~~threatened ~~proceed~~or toimplemented ~~structure~~tariffs ~~and~~by ~~negotiate~~ the ~~terms of the business combination transaction~~U. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certaintyS. ~~Any costs incurred with respect to the identification~~ and ~~evaluation~~threatened ~~of, and~~or ~~negotiation~~implemented ~~with,~~tariffs aby ~~prospective~~foreign ~~target~~countries ~~business with which our initial business combination is not ultimately completed will result~~ in ~~our incurring losses and will reduce the funds available for us to use to complete another business combination.~~retaliation;

●

the effects of competition on Factorial Energy’s future business; and

●

Additional risks related to Factorial Energy’s business include, but are not limited to:

●

Factorial Energy’s limited operating history;

●

risks associated with Factorial Energy’s efforts to commercialize its products;

●

Factorial Energy’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all;

●

the impact of competing products on Factorial Energy’s business;

~~Initial~~Table ~~Business~~of ~~Combination~~Contents

We● ~~are~~intellectual ~~not~~property-related presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.claims;

We● ~~will~~Factorial ~~provide~~Energy’s ~~our~~dependence ~~public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares~~ upon ~~the~~its ~~completion~~key ofpersonnel our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and ~~our~~ability ~~amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled~~ to doattract so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and ~~will~~retain ~~be based on a variety of factors~~ such ~~as the~~personnel ~~timing of the transaction~~ and ~~whether~~additional ~~the~~qualified ~~terms~~personnel; ~~of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.~~and

We● ~~have~~Factorial ~~until~~Energy’s ~~the~~ability ~~date that is 24 months from the closing of this offering, or until such earlier date as our board of directors may approve,~~ to ~~consummate~~source our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the ~~date~~raw bymaterials ~~which we must consummate our initial business combination. If we seek shareholder approval~~ for anits extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then issued and outstanding public shares, subject to applicable lawproducts.

If weany ~~are~~of ~~unable~~these torisks ~~complete~~materialize ~~our~~or ~~initial~~Factorial ~~business combination~~Energy’s ~~within~~assumptions ~~24 months~~prove ~~from~~incorrect, ~~the~~actual ~~closing~~results ofcould ~~this~~differ ~~offering,~~materially orfrom bythe ~~such~~results ~~earlier~~implied ~~date~~by asthese ~~our~~forward-looking ~~board~~statements. ofThere ~~directors~~ may ~~approve,~~be ~~and do~~additional ~~not~~risks ~~hold~~that aFactorial ~~shareholder~~Energy ~~vote~~does tonot ~~amend~~presently ~~our~~know ~~amended~~or ~~and~~that ~~restated~~Factorial ~~memorandum~~Energy ~~and~~currently ~~articles~~believes ofare ~~association~~immaterial tothat ~~extend~~could ~~the~~also ~~amount~~cause ofactual ~~time~~results ~~we will have~~ to ~~consummate~~differ anfrom ~~initial~~those ~~business~~contained ~~combination,~~in ~~we will redeem 100% of~~ the ~~public~~forward-looking ~~shares~~statements. atIn ~~a per share price~~addition, ~~payable~~forward-looking instatements ~~cash, equal~~reflect toFactorial ~~the~~Energy’s ~~aggregate amount then on deposit in the trust account~~expectations, ~~including interest earned thereon (less taxes payable~~plans, ~~but without deduction for any excise~~ or ~~similar~~forecasts ~~tax~~of ~~that~~future ~~may~~events ~~be due or payable,~~ and ~~less~~views upas ~~to $100,000~~ of ~~interest income to pay dissolution expenses), divided by~~ the ~~number~~date of ~~then~~this ~~issued~~prospectus and ~~outstanding~~are ~~public~~qualified ~~shares,~~in ~~subject~~their toentirety ~~applicable~~by ~~law~~reference asto ~~further~~the ~~described~~cautionary statements herein. WeFactorial ~~expect~~Energy ~~the pro~~anticipates ~~rata~~that ~~redemption~~subsequent ~~price~~events toand bedevelopments ~~approximately~~will ~~$10.00~~cause ~~per~~Factorial ~~public~~Energy’s ~~share~~assessments ~~(regardless~~to ofchange. ~~whether~~These orforward-looking statements should not ~~the~~be ~~underwriters~~relied ~~exercise~~upon ~~their~~as ~~over-allotment option),~~representing ~~without~~Factorial ~~taking~~Energy’s ~~into~~assessments ~~account~~as of any ~~interest~~date orsubsequent ~~other~~to ~~income~~the ~~earned~~date onof ~~such~~this ~~funds~~prospectus. ~~However~~Accordingly, weundue ~~cannot~~reliance ~~assure~~should ~~you~~not ~~that~~be weplaced ~~will~~upon ~~in fact~~the beforward-looking ~~able~~statements. toNeither ~~distribute~~Factorial ~~such~~Energy, ~~amounts~~nor asany ~~a result~~ of ~~claims~~its ofaffiliates ~~creditors,~~undertake ~~which~~any ~~may~~obligation ~~take~~to ~~priority~~update ~~over~~these ~~the~~forward-looking ~~claims~~statements, ofexcept ~~our~~as ~~public~~required ~~shareholders~~by law.

If we do not complete our initial business combination within the completion window, while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private placement warrants will be worthless.

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

WeTable ~~anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100%~~ of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.Contents

WeRISK are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial shareholders, officers or directors, or any of their respective affiliates, or completing the business combination through a joint venture or other form of shared ownership with our initial shareholders, officers or directors, or any of their respective affiliates. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our initial shareholders (including their respective members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.FACTORS

~~Our~~Investing ~~initial~~in ~~shareholders~~our ~~and~~securities ~~members~~involves ofa ~~our~~high ~~management team~~degree ~~will~~of ~~directly~~risk. orYou ~~indirectly~~should ~~own~~carefully ~~founder~~consider ~~shares~~the risks and~~/or~~ ~~private~~uncertainties ~~placement~~described ~~warrants~~below, ~~following~~together with the other information in this ~~offering~~prospectus, including our consolidated financial statements and, ~~accordingly,~~the ~~may~~related ~~have a~~notes ~~conflict~~appearing at the end of ~~interest~~this prospectus and in ~~determining~~the ~~whether~~section atitled ~~particular~~“Management’s ~~target~~Discussion ~~business~~and isAnalysis anof ~~appropriate~~Financial ~~business~~Condition ~~with~~and ~~which~~Results of Operations,” before deciding whether to ~~effectuate~~invest in our ~~initial business combination~~securities. The ~~low~~occurrence ~~price~~of ~~that~~one ~~our~~or ~~initial~~more ~~shareholders,~~of ~~officers~~the ~~and~~events ~~directors (directly~~ or ~~indirectly)~~circumstances ~~paid~~described ~~for~~in ~~the~~these ~~founder shares~~risk ~~creates~~factors, analone ~~incentive~~or ~~whereby~~in ~~our~~combination ~~officers~~with ~~and~~other ~~directors~~events ~~could~~or ~~potentially~~circumstances, ~~make~~may have a ~~substantial~~material ~~profit~~adverse ~~even~~effect ifon weour ~~select~~business, anreputation, ~~acquisition target~~revenue, ~~that~~financial ~~subsequently~~condition, ~~declines~~results inof ~~value~~operations and isfuture ~~unprofitable~~prospects, ~~for~~in ~~public~~which ~~shareholders.~~event Ifthe wemarket ~~are~~price ~~unable~~of toour ~~complete~~Series A ~~our~~Common ~~initial~~Stock ~~business combination~~could ~~within~~decline, ~~the~~and ~~completion~~you ~~window~~could lose part or all of your investment. Unless otherwise indicated, ~~the~~reference ~~founder~~in ~~shares~~this section and ~~private~~elsewhere ~~placement~~in ~~warrants~~this ~~may~~prospectus ~~expire~~to ~~worthless~~our business being adversely affected, ~~except~~negatively toimpacted ~~the~~or ~~extent they~~harmed ~~receive~~will ~~liquidating~~include ~~distributions~~an ~~from~~adverse ~~assets~~effect ~~outside~~on, or a negative impact or harm to, the ~~trust~~business, ~~account~~reputation, ~~which~~financial ~~could~~condition, ~~create~~results anof ~~incentive~~operations, ~~for~~revenue and our ~~initial~~future ~~shareholders, officers~~prospects. ~~and~~The ~~directors~~material toand ~~complete~~other arisks ~~transaction~~and ~~even~~uncertainties ifsummarized weabove ~~select~~and andescribed ~~acquisition~~below ~~target~~are ~~that~~not ~~subsequently~~intended ~~declines~~to inbe ~~value~~exhaustive and isare ~~unprofitable for~~not ~~public~~the ~~shareholders.~~only ~~Further,~~ones ~~each~~we offace. ~~our~~Additional ~~officers~~risks and ~~directors~~uncertainties ~~may~~not ~~have~~presently aknown ~~conflict~~to ofus ~~interest~~or ~~with~~that ~~respect~~we tocurrently ~~evaluating~~deem aimmaterial ~~particular~~ may also impair our business ~~combination~~operations. ifThis ~~the~~prospectus ~~retention~~also orcontains ~~resignation~~forward-looking ofstatements ~~any~~that ~~such~~involve ~~officers~~risks and ~~directors~~uncertainties. ~~was~~Our ~~included~~actual byresults acould ~~target~~differ ~~business~~materially from those anticipated in the forward-looking statements as a ~~condition to~~result ~~any~~of ~~agreement~~a ~~with~~number ~~respect~~of tofactors, ~~our~~including ~~initial~~the ~~business~~risks ~~combination~~described below. See the section titled “Cautionary Note Regarding Forward-Looking Statements.”

AsRisks ~~more~~Related fully discussed in “Management — Conflicts of Interest,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities, including CGC II, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, including CGC II, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the ~~fullest~~Development ~~extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except~~ and toCommercialization ~~the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines~~ of ~~business~~Our as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.Batteries

InThe ~~addition,~~development ~~our~~of ~~sponsor~~batteries ~~and~~is ~~our~~complex ~~officers~~ and ~~directors~~ ~~may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during~~ the ~~period~~timing inof ~~which we~~development ~~are~~cannot ~~seeking~~be ~~an initial business combination, including with respect to CGC II~~assured. AsDelays ~~a result, our sponsor, officers and directors could have conflicts of interest~~ in ~~determining~~the ~~whether~~development ~~to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts~~ of ~~interest~~our inbatteries ~~pursuing an initial business combination target, which~~ could ~~materially~~adversely affect our ~~ability to complete our initial~~ business ~~combination~~and prospects.

Developing solid-state batteries that meet the requirements for wide adoption by automotive OEMs is a difficult undertaking and, as far as we are aware, has never been done at massive commercial scale. We continue to develop our technology and face significant challenges in completing the development of our battery cells and in producing battery cells in commercial volumes with acceptable performance, quality, consistency, reliability, throughput, safety, and costs. Some of the development challenges include increasing and maintaining the quality, consistency, reliability and production throughput of our cells, increasing manufacturing scale to produce the volume of cells needed for our technology development and customer applications, installing, bringing up and optimizing higher throughput equipment, packaging design and engineering to ensure adequate cycle life and charging time, cost reduction, and completion of the rigorous and challenging specifications required by our automotive partners, including but not limited to, calendar life, mechanical, safety, and abuse testing.

Any delay in the development or manufacturing scale-up of our solid-state battery cells would negatively impact our business as it will delay time to revenue and negatively impact our collaboration partner and customer relationships.

We may be unable to adequately control the costs associated with our operations and the components necessary to develop and commercialize our solid-state battery technology.

We require significant capital to develop our solid-state battery technology. As we develop our technologies and scale our operations, we expect to continue to incur significant expenses, including those relating to research and development, material or component procurement, leases, sales, and distribution. Our ability to become profitable in the future will depend on our ability to successfully develop and market our products as well as our ability to control our costs, including our labor and material costs. If we are unable to efficiently design, appropriately price, and sell and distribute our products, our anticipated margins, profitability, and prospects would be adversely impacted.

Our business and prospects, including our ability to control costs, could be adversely impacted by changes in macroeconomic conditions, such as changes in administration, inflation, interest rates, slower growth or recession, tariffs, international conflicts, trade disputes, sanctions, and government efforts to stimulate or stabilize the economy. Changes in macroeconomic conditions could happen rapidly, and we may fail to prevent or limit our losses or exposures.

We expect to incur significant costs related to procuring materials and components required to manufacture and assemble our samples and batteries. We expect to use various materials and components in our batteries that will require us to negotiate purchase agreements and delivery lead-times on advantageous terms. We and our partners may not be able to control fluctuation in the prices for these materials or components or negotiate agreements with suppliers on terms that are beneficial to us or our partners. Our business depends on the continued supply of certain proprietary materials and components for our products. We are exposed to multiple risks relating to the availability and pricing of such materials and components, including reliance upon our vendors to construct and produce equipment to increase volumes, which may lead to delays or the requirement that we make additional upfront

~~Prior~~payments. toIncreases in the ~~effectiveness~~prices offor ~~the~~raw ~~registration statement~~materials ofor ~~which~~our ~~this~~components ~~prospectus~~would ~~forms~~increase aour ~~part,~~operating wecosts ~~will~~and ~~file~~negatively aimpact ~~Registration~~our ~~Statement~~prospects. onFor ~~Form 8-A~~example, ~~with~~our shipping costs have increased in the ~~SEC~~past. Costs for certain key raw materials and components have also increased due to ~~voluntarily~~fluctuations ~~register~~ in global commodity prices. Our and our ~~securities~~partners’ ~~under~~manufacturing ~~Section 12~~operations can consume significant amounts of ~~the~~electricity ~~Exchange Act~~and are dependent on reliable and economical sources of power. AsTransformations ain technologies like artificial intelligence, data center expansion, new domestic manufacturing, and electrification in different sectors could increase the demand for electricity and result in significant increases in the cost of securing power. Our inability to secure sufficient power or any planned power outages by public utilities, weunplanned ~~will~~power beoutages, ~~subject~~including, but not limited to, ~~the~~those ~~rules~~ relating to large storms, earthquakes, fires, tsunamis, cyberattacks, physical attacks on utility infrastructure, war, and ~~regulations~~any ~~promulgated under~~failures of electrical power grids more generally, shortages, supply chain issues, capacity constraints, or significant increases in the ~~Exchange Act~~cost of securing power could have an adverse effect on our business, operating results, financial condition, and future prospects. WeOur suppliers’ increasing labor costs have noalso ~~current~~contributed ~~intention~~to ofrising ~~filing~~prices. aGiven ~~Form 15~~that we have yet to ~~suspend~~generate any revenue from our ~~reporting~~business oroperations, ~~other~~we ~~obligations~~are ~~under the~~also ~~Exchange Act~~limited ~~prior~~in orour ~~subsequent~~ability to pass on the ~~consummation~~cost of ~~our~~any ~~initial~~such ~~business~~increases ~~combination~~to our customers.

~~Post-Acquisition Leadership~~In addition, the cost of producing battery cells depends in part upon the prices and availability of raw materials such as lithium, nickel, cobalt and/or other metals, which are part of the intermediate materials and components that we procure to produce our batteries. Changes in demand, cost and availability of raw materials could affect the demand, cost and availability of the intermediate materials and components that we procure to produce our batteries. The prices for these raw materials, intermediate materials and components fluctuate and their available supply may be unstable, depending on market conditions and global demand for these materials. For example, demand for lithium has increased dramatically in recent years, and is expected to continue to increase, due to the ongoing rapid increase in use of lithium batteries in portable electronics and the growing EV and energy storage markets. This rise in demand for lithium could affect the price and availability of the intermediate materials and components that contain lithium and which we procure to produce our batteries. Furthermore, significant sources of supply of certain raw and intermediate materials are available in countries that may be subject to political, economic and social instability or where there is an ongoing risk of tariffs or import prohibitions being imposed by the United States or the European Union on the procurement of such materials from such countries. Certain countries are also imposing controls on the export of such materials. There can be no assurance that suppliers of these materials may be able to meet our or our partners’ volume and other specific needs at reasonable prices, particularly as we ramp up our commercial operations.

~~After~~We ~~the~~may ~~initial~~not ~~business~~be ~~combination,~~able ~~we will seek~~ to ~~apply~~accurately aestimate ~~rigorous~~the ~~approach~~future tosupply ~~enhancing~~and ~~shareholder~~demand ~~value~~for ~~through~~ our ~~participation~~batteries, onwhich ~~the~~could ~~board~~result ofin ~~directors~~a orvariety ~~through direct involvement with company operations or both. We intend to rely on the extensive professional network~~ of ~~Cartesian,~~inefficiencies ~~including~~in ~~long~~our ~~term associates~~business and ~~former~~hinder ~~employees,~~our ~~and~~ability ~~will assemble a team of industry experts that have relevant expertise~~ to ~~enhance~~generate ~~the~~revenue ~~shareholder value~~and profits.

~~Potential~~We ~~Additional~~anticipate ~~Financings~~being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers and collaboration partners. Currently, there is limited historical basis for making judgments on the demand for our batteries and our ability to develop, manufacture, and deliver our battery products. In addition, at least initially, we expect to depend on a limited number of customers and collaboration partners for a significant portion of our anticipated demand, which increases the risk that changes in the purchasing behavior of any one customer or collaboration partner could materially impact our operations. Our customers’ and collaboration partners’ final purchase orders may not be consistent with our estimates and may be reduced, delayed or cancelled at any time, including as a result of changes in their business plans, market conditions or internal priorities.

WeIf may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we ~~become~~overestimate ~~obligated to redeem a significant number of~~ our ~~public shares upon completion of the business combination~~requirements, ~~in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances,~~ our ~~public~~suppliers ~~shareholders~~ may ~~suffer~~deliver ~~significant~~excess ~~dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness~~inventory, ~~such~~which ~~indebtedness~~ indirectly would ~~have~~increase ~~rights that are senior to~~ our ~~equity~~costs ~~securities~~ and ~~could~~may ~~contain~~result ~~covenants~~in ~~that~~unprofitable ~~restrict~~sales ~~our~~or ~~operations~~write-offs. ~~Further,~~In ~~as described above~~addition, ~~due~~if toone ~~the~~or ~~anti-dilution~~more ~~rights~~ of our ~~founder~~customers ~~shares,~~or ~~our~~collaboration ~~public~~partners ~~shareholders~~reduce ~~may incur material dilution. Although we believe that~~ the ~~net~~volume ~~proceeds~~ of ~~this~~batteries ~~offering~~they and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction. As a result, if the cash portion of the purchase ~~price exceeds the amount available~~ from ~~the trust account~~us, ~~net~~ ~~of amounts needed to satisfy any redemptions by public shareholders,~~ we may be ~~required~~unable to ~~seek~~achieve ~~additional~~anticipated ~~financing~~production tovolumes ~~complete~~or ~~a proposed~~economies ~~initial business combination. We may also obtain financing prior to the closing~~ of ~~our~~scale, ~~initial~~which ~~business~~could ~~combination~~increase ~~to fund~~ our ~~working~~ ~~capital~~per-unit ~~needs~~manufacturing ~~and transaction~~ costs ~~in connection with our search for~~ and ~~completion~~adversely ofaffect our ~~initial business combination~~margins. ~~There is~~Given nothat ~~limitation on~~ our ~~ability~~batteries tomay ~~raise~~be ~~funds~~customized ~~through~~to ~~the~~meet ~~issuance~~our ofcustomers’ ~~equity~~and orcollaboration ~~equity-linked~~partners’ ~~securities or through loans~~specifications, ~~advances~~they ~~or other~~are ~~indebtedness~~susceptible into ~~connection~~obsolescence ~~with~~due ~~our initial business combination, including pursuant~~ to ~~forward~~their ~~purchase~~limited ~~agreements~~shelf orlife. ~~backstop agreements~~Because we ~~may~~have ~~enter~~no ~~into~~history ~~following consummation~~ of ~~this~~large-scale ~~offering. Subject to compliance with applicable securities laws~~production, we ~~would only~~may ~~complete~~also ~~such~~be ~~financing simultaneously with the completion of our initial business combination. If we are~~ unable to ~~complete~~forecast ~~our initial~~accurately ~~business~~the ~~combination~~pace ~~because~~of wemanufacturing door ~~not have sufficient funds available to us, we will be forced to liquidate~~ the ~~trust~~take-up ~~account. In~~of ~~addition, following~~ our ~~initial~~battery ~~business~~products ~~combination,~~by ifour ~~cash~~customers onand ~~hand~~collaboration ~~is insufficient, we may need to obtain additional financing in order to meet our obligations~~partners.

~~Initial~~If ~~Shareholders~~we ~~Information~~underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our battery products and result in delays in shipments and revenues. In addition, lead times for materials and components that our suppliers order may vary significantly and depend on factors unique to the specific supplier, contract terms and demand for each component at a given time. If we fail to order sufficient quantities of battery components in a timely manner, the delivery of our batteries to our potential customers and collaboration partners could be delayed, which would harm our business, financial condition and results of operations. Producing additional battery products to make up for any shortages within a short time frame may be difficult, making us unable to fulfill the purchase orders, especially due to the customized nature of our batteries. In either case, our business, financial condition, results of operations and prospects may be adversely affected.

Our sponsor is a Cayman Islands limited liability company, which was recently formed to invest in our company. DirectorCo is also a Cayman Islands limited liability company, which was recently formed to hold founder shares for the benefit of our independent directors. Each of our sponsor and DirectorCo is permitted to undertake any activities permitted under the LLC Act and other applicable law; however, our sponsor’s business is focused on investing in our company, and DirectorCo’s business is solely to hold our securities as described above. Our sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of our sponsor and is controlled by Peter Yu, our Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the founder shares held by our sponsor and DirectorCo, and thus to share beneficial ownership of such securities. As of the date of this prospectus, no other person has a direct or indirect material interest in our sponsor. In addition, our independent directors will receive for their services as directors an indirect interest in an aggregate of 100,000 founder shares through membership interests in DirectorCo.

~~The~~Table ~~following table sets forth the payments to be received by our initial shareholders and their affiliates from us prior to or in connection with the completion~~ of ~~our initial business combination and the securities issued and to be issued by us to our initial shareholders or their affiliates:~~Contents

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
CGC III Sponsor LLC	$10,000 per month	Office space, utilities and secretarial and administrative support
	5,650,000 Class B ordinary shares (up to 750,000 of which are subject to forfeiture to the extent the underwriters’ over-allotment option is not exercised in full)	Approximately $24,565
	4,000,000 private placement warrants to be purchased simultaneously with the closing of this offering	$4,000,000
	Up to $250,000	Repayment of loans made to us to cover offering related and organizational expenses.
CGC III Sponsor DirectorCo LLC	100,000 Class B ordinary shares (held for the benefit of our independent directors)	Approximately $435
Holders of Class B ordinary shares	Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio	Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion
CGC III Sponsor LLC, CGC III Sponsor DirectorCo LLC, our officers or directors, or our or their affiliates	Up to $1,500,000 in working capital loans, which loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender	Working capital loans to finance transaction costs in connection with an initial business combination
	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination	Services in connection with identifying, investigating and completing an initial business combination
	Finder’s fees, advisory fees, consulting fees or success fees	Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account

Our expectations and targets regarding when we will achieve various technical, pre-production and production objectives depend in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, we may not achieve these milestones when expected or at all.

~~Because~~Our ~~our~~expectations ~~initial~~and ~~shareholders~~targets ~~acquired~~regarding ~~the founder~~when ~~shares~~we atwill aachieve ~~nominal~~various ~~price~~technical, ~~our~~pre-production ~~public~~and ~~shareholders~~production ~~will~~objectives ~~incur~~reflect ~~immediate~~our ~~and~~current ~~substantial~~expectations ~~dilution~~and ~~upon~~estimates, ~~the~~and ~~closing~~are ofprojections ~~this~~based ~~offering, assuming~~on noinformation ~~value~~readily isavailable ~~ascribed~~ to ~~the~~us ~~warrants~~when ~~included~~setting insuch ~~the units~~milestones. ~~Further,~~When ~~the~~or ~~Class A~~whether ~~ordinary~~we ~~shares~~will ~~issuable~~achieve inthese ~~connection with~~objectives ~~the~~within ~~conversion of~~ the ~~founder~~projected ~~shares~~timelines ~~may~~depends ~~result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares~~ on a ~~greater~~number than one-to-one basis upon conversion. See the sections entitled “Risk Factors — Risks Relating to our Management Team — The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied value of ~~your public~~factors, ~~shares~~many ~~upon the consummation~~ of ~~our~~which ~~initial business combination, and our initial shareholders~~ are ~~likely~~outside ~~to make a substantial profit on their investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of~~ our ~~ordinary shares to materially decline” and “Dilution.” Additionally~~control, ~~we will reimburse our sponsor in an amount equal to $10~~including,~~000~~ ~~per~~but ~~month~~not ~~for~~limited ~~office space, utilities and secretarial and administrative support made available~~ to ~~us, as described elsewhere in this prospectus.~~:

●

success and timing of development activity;

●

unanticipated technical or manufacturing challenges or delays;

●

technological developments relating to solid-state or other batteries that could adversely affect the commercial potential of our technologies;

●

whether we can obtain sufficient capital to continue our research and development activities, secure manufacturing capacity and sustain and grow our business;

●

adverse developments in our collaborations with Mercedes-Benz, Stellantis, Hyundai/Kia, PowerCo SE and Karma Automotive, including termination of any joint development / cooperation agreement with Mercedes-Benz, Stellantis, Hyundai/Kia, or PowerCo SE or of the supply agreement with Karma Automotive, cancellation of such agreements or the reduction or cancellation of orders thereunder, delays in achieving the milestones set forth in such agreements or failing to meet the milestones prerequisite to our entering into future agreements with new or existing collaboration partners;

●

adverse development with other development partners and customers, current and future;

●

our ability to manage our growth;

●

whether we can manage relationships with key suppliers;

●

our ability to retain existing key management, integrate recent hires and attract, retain and motivate qualified personnel;

●

domestic and foreign trade policies, including tax and tariff policies; and

●

the overall strength and stability of domestic and international economies.

Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our ability to achieve our objectives when planned and our business, financial condition, results of operations and prospects.

If our existing customers with whom we have collaboration agreements do not make purchases from us, we will not receive revenue from such customers, and our results of operations would be adversely impacted.

Increasing the size and number of the deployments of our existing customers and collaboration partners is an important part of our growth strategy. Negotiating and obtaining customer orders from the parties with whom we currently have collaboration agreements for the development of our batteries will be important to our ability to begin generating revenue. We may not be effective in executing this or any other aspect of our growth strategy. It is not possible for us to predict the future level of demand from our customers or collaboration partners for our battery products, and there can be no assurance that our existing customers and collaboration partners will continue to purchase from us.

Achieving renewal or expansion of deployments may require us to increasingly engage in sophisticated and costly sales efforts that may not result in additional sales. In addition, our existing customers’ and collaboration partners’ decisions to expand the use of our battery products depends on a number of factors, including general economic conditions, the functioning of our batteries, and our existing customers’ and collaboration partners’ satisfaction with our battery products. If our efforts to expand within our customer base are not successful, our business may suffer.

~~The~~Table ~~founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation~~ of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.Contents

~~Pursuant~~If towe ~~letter~~are ~~agreements~~unable ~~with~~to ~~us,~~integrate ~~each of~~ our ~~initial~~products ~~shareholders,~~into ~~directors~~high ~~and~~spec ~~officers~~or ~~has~~automotive ~~agreed~~applications ~~to restrictions~~ on ~~its~~commercially ~~ability~~reasonable toterms ~~transfer, assign,~~ or ~~sell~~at ~~the founder shares and private placement warrants~~all, asour ~~summarized~~results inof ~~the~~operations ~~table~~could ~~below~~be impaired.

Subject Securities		Expiration Date		Natural Persons and Entities Subject to Restrictions		Exceptions to Transfer Restrictions
Founder shares		The earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.		CGC III Sponsor LLC CGC III Sponsor DirectorCo LLC Peter Yu Rafael de Luque Ali Bouzarif Kevin Gold Sanford Litvack		Transfers permitted (a) to our or Cantor’s officers, directors, advisors or consultants, any affiliate or family member of any of our or Cantor’s officers, directors, advisors or consultants, any members or partners of our sponsor or DirectorCo or their affiliates and funds and accounts advised by such members or partners, any affiliates of our sponsor or DirectorCo, or any employees of such affiliates; (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) as pro rata distributions from our sponsor, DirectorCo or Cantor to their respective members, partners or shareholders pursuant to our sponsor’s, DirectorCo’s or Cantor’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands or our sponsor’s or DirectorCo’s limited liability company agreement upon dissolution of our sponsor or DirectorCo or upon dissolution of Cantor; (h) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); (i) in the event of our liquidation prior to the consummation of our initial business combination; (j) to us for no value for cancellation in connection with the consummation of our initial business combination; or (k) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (h), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. Except in certain limited circumstances, no member of our sponsor may transfer all or any portion of its membership interests in our sponsor.

Our battery cells typically are integrated into modules or packs, which in turn are integrated into battery- powered products. OEMs often require unique configurations or custom designs for batteries for their products. Once we enter into contracts with OEMs to produce batteries for their products, we expect to tailor the design of our batteries specifically to the requirements of the OEM product, module, or pack. This development process requires not only substantial lead time between the commencement of design efforts for customized batteries and the commencement of volume shipments of the battery cells to the customer, but also the cooperation and assistance of the OEMs in order to determine the requirements for each specific application. Technical problems may arise that affect the acceptance of our product by the OEMs. If we are unable to design and develop products that meet the OEMs’ requirements, we may lose opportunities to obtain purchase orders, and our reputation and prospects may be damaged.

Our future growth and success depend in part on our ability to grow our customer base and effectively sell to a wide variety of customers. Failure to grow our customer base would adversely affect our business and prospects.

Our future success will depend on our ability to grow our customer base beyond the partners with whom we are currently collaborating on the development of our batteries and effectively sell to a wide variety of customers. Given our currently limited customer base, any one customer may reduce, delay or fail to honor its forecasted or committed purchase volumes, and in such circumstances we may have limited contractual or practical leverage to enforce such commitments, as pursuing legal remedies, including claims for breach of contract, may be impractical, costly or commercially undesirable. Additionally, potential customers include manufacturers of products that tend to be large enterprises or governmental agencies. Sales to these end-users involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by large customers in negotiating contractual arrangements with us and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end-user that elects not to purchase our solutions.

Large organizations, including most major auto manufacturers, as well as certain potential end-users such as government agencies, often undertake a significant evaluation process that results in a lengthy sales cycle. In addition, product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers.

If we were unable to obtain or increase orders from our existing customers and collaboration partners or generate new customers or collaboration partners in a cost-effective manner, our business, financial condition and results of operations would likely be adversely affected. We cannot provide assurance that we will be able to maintain or grow our customer base in a cost-effective way. If we are unable to develop high quality products at scale, or introduce new products, we may fail to attract new customers and collaboration partners or lose our existing customers and collaboration partners, which could adversely affect our growth and profitability.

We currently manufacture batteries outside of the United States. If purchasers choose to avoid procuring batteries manufactured outside of the United States, we may be required to establish additional manufacturing facilities within the United States, which could decrease our revenue and/or earnings and our prospects may be adversely affected

We currently fabricate our battery cells in Billerica, Massachusetts and South Korea, where our Korean manufacturing site represents a majority of our batteries’ production capacity. If customers choose to avoid sourcing batteries manufactured outside the United States, whether due to regulatory requirements, incentive eligibility, supply chain considerations, or customer preferences, we may be required to establish manufacturing facilities within the United States. Establishing substantial U.S. manufacturing capabilities would require additional capital and time to design, construct, equip, and qualify such facilities. During this period, our revenues could decline, our cost structure could increase, and our ability to meet customer demand or execute our business strategy could be adversely affected. As a result, our business, financial condition, results of operations, and prospects may be materially and adversely affected.

If the cost, performance characteristics or other specifications of the battery fall short of our targets or our customers’ or collaboration partners’ requirements, our ability to market and sell our batteries could be harmed.

If the cost, performance characteristics or other specifications of the battery fall short of our targets or our customer or collaboration partner requirements, our sales, product pricing and margins would likely be adversely affected.

Private placement warrants(1)		30 days after the completion of our initial business combination		CGC III Sponsor LLC CGC III Sponsor DirectorCo LLC Peter Yu Rafael de Luque Ali Bouzarif Kevin Gold Sanford Litvack		Same as above
Any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares or warrants		180 days		CGC III Sponsor LLC CGC III Sponsor DirectorCo LLC Peter Yu Rafael de Luque Ali Bouzarif Kevin Gold Sanford Litvack		Cantor, as the representative of the underwriters in this offering, in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. Our initial shareholders, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreements described in the immediately preceding paragraphs.

Table of Contents

~~(1) The~~Our ~~private placement~~battery ~~warrants~~cells tomust besimultaneously ~~purchased~~satisfy byall ~~Cantor~~the ~~will~~commercial ~~also~~and besafety ~~subject~~requirements toof ~~such~~our ~~restrictions~~customers and ~~other~~collaboration ~~transfer~~partners. ~~restrictions~~Although ~~under~~certain ~~Financial Industry~~of ~~Regulatory~~our ~~Authority~~cells ~~(“FINRA”)~~tested ~~rules.~~passed ~~See~~automotive ~~the~~performance ~~section~~and ~~entitled~~safety ~~“Underwriting”~~test levels, these performance and safety test results for ~~more~~our ~~information~~prototype cells are not necessarily representative of those of subsequent generations of our cells since performance and safety are a function of the composition of a cell’s materials, which may change from one generation of cells to another and depend on the final design of the battery package. Additional safety tests, with much larger samplings of cells, need to be performed as our materials and processes evolve to ensure efficacy and statistical significance.

UpOnce tocommercial ~~750,000~~production of ~~the~~our ~~founder~~solid-state ~~shares~~battery ~~will~~cells becommences, ~~surrendered by~~ our ~~sponsor~~batteries tomay uscontain ~~for~~defects noin ~~consideration~~design ~~depending~~and onmanufacture ~~the~~that ~~extent~~may cause them to ~~which~~not ~~the~~perform ~~underwriters’~~as ~~over-allotment~~expected ~~option~~or isthat ~~exercised. In~~may ~~addition~~require repairs, inrecalls, ~~order~~and todesign ~~facilitate~~changes. ~~our~~Our ~~initial~~batteries ~~business~~are ~~combination~~inherently orcomplex ~~for~~and ~~any~~incorporate ~~other~~technology ~~reason~~and ~~determined~~components bythat ~~our~~have ~~sponsor~~not orbeen ~~DirectorCo, each~~used infor ~~its~~other ~~sole~~applications ~~discretion~~and that may contain defects and errors, ~~our~~particularly ~~sponsor~~when orfirst ~~DirectorCo~~introduced. ~~may~~We ~~surrender~~have ora ~~forfeit,~~limited ~~transfer~~frame orof ~~exchange~~reference ~~our~~from ~~founder~~which ~~shares,~~to ~~private~~evaluate ~~placement warrants~~the orlong-term ~~any~~performance of our ~~other~~solid-state ~~securities,~~batteries. ~~including~~There ~~for~~can be no ~~consideration,~~assurance asthat ~~well~~we aswill ~~subject~~be ~~any~~able ~~such securities~~ to ~~earn-outs~~detect orand ~~other restrictions,~~fix orany ~~otherwise~~defects ~~amend~~in ~~the~~our ~~terms~~solid-state ofbatteries ~~any~~prior ~~such~~to ~~securities~~the orsale ~~enter~~to ~~into~~potential ~~any~~consumers. ~~other~~If ~~arrangements~~our ~~with~~batteries ~~respect~~fail to ~~any~~perform ~~such~~as ~~securities. We~~expected, ~~may~~we ~~also~~could ~~issue~~lose ~~Class A~~design ~~ordinary~~wins ~~shares~~and ~~upon~~customers ~~conversion~~or ofcollaboration ~~the~~partners ~~Class B~~may ~~ordinary~~delay ~~shares~~deliveries, atterminate afurther ~~ratio~~orders ~~greater~~or ~~than~~initiate ~~one-to-one at~~product ~~the~~recalls, ~~time~~each of which could adversely affect our ~~initial~~sales ~~business~~and ~~combination~~brand asand acould ~~result~~adversely ofaffect ~~the~~our ~~anti-dilution~~business, ~~provisions~~prospects asand ~~set~~results ~~forth~~of ~~therein~~operations.

We may not be able to establish new, or maintain existing, supply relationships for necessary materials, components or equipment or may be required to pay costs for raw materials, components or equipment that are more expensive than anticipated, which could delay the introduction of our products and negatively impact our business and ability to generate revenue and profits.

Currently, we are in product development and our product design has yet to be finalized, so our volume demand is limited, and we do not have long-term supply arrangements. As volume demand grows, we expect to negotiate long-term supply contracts. For our current product development needs, we source from third-party suppliers for materials, components and equipment necessary to develop and manufacture our proprietary materials (including but not limited to electrolyte) and battery cells. For more information, see “Information About Factorial Energy - Manufacturing and Supply.”

To the extent that, when our volume demand so requires, if we are unable to enter into long-term agreements with our current or future suppliers on beneficial terms, or such suppliers experience difficulties ramping up their supply to meet our long-term requirements at reasonable cost, we may need to seek alternative sources for necessary materials, components or equipment necessary to develop and manufacture our battery cells, produce the materials or additional components in-house, or redesign our proposed products to accommodate available substitutes. To the extent that our suppliers experience any delays in providing or developing their products, we could also experience delays in delivering on our timelines.

Moreover, the price of materials (including raw materials), components and equipment could fluctuate significantly due to circumstances beyond our control. Substantial increases in prices would increase our operating costs and negatively impact our prospects. Any disruption in supply could also temporarily disrupt future research and development activities or production of our batteries until an alternative supplier is able to meet our requirements.

Changes in business conditions, unforeseen circumstances and governmental changes, as well as other factors beyond our control or which we do not presently anticipate, could affect our suppliers’ ability to deliver materials, components or equipment to us on a timely basis. For instance, we may be impacted by currency fluctuations, trade barriers, tariffs or shortages and other general economic or political conditions (such as the ongoing military conflict between Russia and Ukraine, conflicts in the Middle East, and wider regional conflicts), which may limit our ability to obtain key materials or components for our batteries or significantly increase freight charges and other costs and expenses associated with our business. For more information, including the impact of current tariffs on us, see “-General Risks - Changes in U.S. and foreign government policy, including the imposition of or increases in tariffs and changes to existing trade agreements, could have a material adverse effect on global economic conditions and our business, financial condition, results of operations and prospects.” Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and prospects.

Our ability to manufacture our batteries at scale depends on our ability to design, engineer, build, operate and staff our facilities successfully or to obtain third party manufacturing capacity and expertise. We may need to sell our products at a loss before reaching economies of scale.

Because we expect to rely heavily on complex machinery, well-trained personnel and a well-managed supply chain for our operations, our internal and outsourced production will involve a significant degree of uncertainty and risk in terms of operational capacity performance and costs.

~~Corporate~~Table ~~Information~~of Contents

Our ~~executive~~manufacturing ~~offices~~facilities ~~are~~consist ~~located~~of ~~at 505 Fifth Avenue, 15th Floor, New York, New York 10017, and our telephone number is (212) 461~~large-~~6363.~~scale Wemachinery ~~are~~combining amany ~~Cayman Islands exempted company~~components. ~~Exempted~~ ~~companies~~Such ~~are~~machinery ~~Cayman~~will ~~Islands~~require ~~companies~~us ~~conducting~~to ~~business~~make ~~mainly~~intensive ~~outside~~capital ~~the~~expenditures ~~Cayman~~prior ~~Islands~~to ~~and,~~our asability ~~such,~~to ~~are~~earn ~~exempted~~any ~~from complying~~product ~~with certain provisions of the Companies Law~~revenue. AsThe anmanufacturing ~~exempted~~facility ~~company,~~machinery wemay ~~have~~suffer ~~applied~~unexpected ~~for~~malfunctions ~~and received a tax exemption undertaking~~ from ~~the~~time Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to betime ~~levied on~~and ~~profits, income, gains or appreciations~~ will ~~apply~~depend toon usrepairs ~~or our operations~~ and, inspare ~~addition,~~parts ~~that no tax~~ to beresume ~~levied on profits~~operations, ~~income, gains or appreciations or~~ which ismay innot ~~the nature of estate duty or inheritance tax will~~ be ~~payable~~available ~~(i) on~~when orneeded. ~~in respect of our shares~~Additionally, ~~debentures~~ orunexpected ~~other~~malfunctions ~~obligations or (ii) by way~~ of the ~~withholding~~manufacturing infacility ~~whole~~machinery ormay insignificantly ~~part~~affect ofthe aintended ~~payment~~operational ofefficiency, ~~dividends~~thus ormaterially ~~other~~and ~~distribution of~~adversely ~~income~~affecting ~~or capital by us to~~ our ~~shareholders~~business, orfinancial acondition ~~payment~~and ofresults ~~principal or interest or other sums due under a debenture or other obligation~~ of usoperations.

WeThe ~~are~~production anof ~~“emerging~~our ~~growth~~facilities ~~company,” as~~also ~~defined~~requires inus ~~Section 2(a) of~~to ~~the~~hire ~~Securities~~and ~~Act,~~train ashighly ~~modified~~skilled bypersonnel ~~the~~to ~~Jumpstart~~operate ~~Our~~such ~~Business~~facilities, ~~Startups~~including ~~Act of 2012~~engineers, ~~(the~~ workers, ~~“JOBS~~and ~~Act”)~~indirect laborers. AsRecruiting ~~such,~~and wetraining ~~are~~such ~~eligible~~skilled tostaff ~~take~~takes ~~advantage~~significant ofcost ~~certain~~and ~~exemptions~~time, ~~from~~and ~~various~~an ~~reporting~~inability ~~requirements that are applicable~~ to ~~other~~do ~~public~~so ~~companies~~timely ~~that~~or ~~are~~at ~~not~~all ~~“emerging~~inhibits ~~growth~~the ~~companies”~~successful ~~including,~~operation ~~but~~of ~~not~~these ~~limited to~~facilities, ~~not~~thus ~~being~~negatively ~~required to~~affecting ~~comply~~our ~~with~~business. ~~the~~In ~~auditor~~addition, ~~attestation requirements of Section 404 of~~ the ~~Sarbanes-Oxley~~manufacturing ~~Act~~ of ~~2002~~ ~~(the~~our ~~“Sarbanes-Oxley Act”),~~batteries ~~reduced~~at ~~disclosure~~facilities ~~obligations~~requires ~~regarding~~us ~~executive~~to ~~compensation~~obtain invarious ~~our~~production ~~periodic~~licenses ~~reports~~ and ~~proxy statements~~permits, ~~and~~receive ~~exemptions from~~ the ~~requirements~~necessary ofinternal ~~holding~~approvals afrom ~~non-binding~~our ~~advisory~~customers ~~vote~~and oncollaboration ~~executive~~partners ~~compensation~~regarding specifications and ~~shareholder~~enter ~~approval~~into ofagreements ~~any~~for ~~golden~~the ~~parachute payments~~supply ~~not~~of ~~previously~~materials, ~~approved.~~components Ifand ~~some~~manufacturing ~~investors~~tools ~~find~~and ~~our~~supplies. ~~securities~~If ~~less~~we ~~attractive~~do asnot acomplete ~~result,~~such ~~there~~steps ~~may~~in be a ~~less~~timely ~~active~~manner, ~~trading market for~~ our ~~securities~~manufacturing ~~and~~timeline ~~the~~or ~~prices~~output ofcould ~~our~~be ~~securities~~significantly ~~may~~delayed beor ~~more volatile~~inhibited.

InWe ~~addition,~~expect ~~Section 107~~to ofsatisfy early demand for our products by expanding our existing operations in the ~~JOBS~~United ~~Act also~~States ~~provides~~and ~~that~~South anKorea, ~~“emerging~~to ~~growth~~support ~~company”~~initial ~~can~~commercial ~~take~~production. ~~advantage~~We ofintend ~~the~~to ~~extended~~scale ~~transition~~primarily ~~period~~through ~~provided~~a partner manufacturing model to support gigawatt-scale ramp-up in ~~Section 7(a)(2)(B) of~~ the ~~Securities~~automotive ~~Act~~market, ~~for~~as ~~complying~~well ~~with~~as ~~new~~select surge or ~~revised~~opportunistic ~~accounting~~demand ~~standards.~~for Inhigh-spec ~~other~~applications. ~~words,~~Our anpartner ~~“emerging~~manufacturing ~~growth~~approach ~~company”~~consists ~~can delay~~of ~~the~~a ~~adoption~~combination of ~~certain~~outsourced ~~accounting~~manufacturing ~~standards~~through ~~until~~contract ~~those~~manufacturers ~~standards~~and ~~would~~joint ~~otherwise~~manufacturing ~~apply~~arrangements towith ~~private~~industrialization ~~companies~~partners with existing cell manufacturing capacity. WeIndustrialization ~~intend~~partners tomay ~~take advantage~~encounter problems during manufacturing for a variety of ~~the~~reasons, ~~benefits~~any of ~~this~~which ~~extended~~could ~~transition~~delay ~~period~~or impede their ability to meet demand for our products.

WeTo the extent we rely on contract manufacturers or industrialization partners, we will ~~remain~~have anreduced ~~emerging~~visibility ~~growth~~into, ~~company~~and ~~until the~~control ~~earlier~~over, ofmanufacturing ~~(1) the~~processes, ~~last day~~quality ofsystems, ~~the~~workforce ~~fiscal~~management, ~~year~~regulatory ~~(a) following~~compliance ~~the~~and ~~fifth~~capacity ~~anniversary~~allocation. ofOur ability to scale production is expected to depend in significant part on the ~~completion~~availability, performance, and reliability of ~~this~~third-party ~~offering~~manufacturers, ~~(b) in~~ ~~which~~including partners with whom we may only have ~~total~~non-binding ~~annual~~arrangements ~~gross~~or ~~revenue~~are ofstill atnegotiating ~~least~~definitive $1agreements.~~235 billion~~ Any failure by such manufacturers to meet our specifications, quality standards, production schedules, cost targets or ~~(c)~~ regulatory requirements could result in ~~which~~production wedelays, ~~are~~increased ~~deemed~~costs, toproduct bedefects, arecalls, ~~large accelerated~~reputational ~~filer~~harm or potential liability. Third-party manufacturers may also experience financial distress, ~~which~~capacity ~~means~~constraints, ~~the~~labor ~~market~~disruptions, ~~value~~supply ofshortages or other operational failures. Although our ~~Class A~~technology ~~ordinary~~is ~~shares~~designed ~~that~~to ~~are~~be ~~held~~compatible bywith ~~non~~existing lithium-~~affiliates~~ion ~~exceeds~~manufacturing ~~$700 million as~~infrastructure, ofretrofitting ~~the~~or ~~prior~~modifying ~~June 30th~~third-party production lines may involve technical challenges, validation and ~~(2) the~~requalification ~~date~~efforts, onand regulatory or customer approvals, which wecould ~~have~~take ~~issued~~longer or cost more than $1anticipated.~~0 billion~~ inOur ~~non-convertible debt~~agreements ~~securities~~with ~~during~~such ~~the~~manufacturers ~~prior~~may ~~three-year~~contain ~~period~~limitations of liability, caps on damages or termination rights that limit our remedies. ~~References~~If ~~herein~~a manufacturing relationship is disrupted or terminated, transitioning production to ~~“emerging~~an ~~growth~~alternative ~~company”~~manufacturer ~~will~~could ~~have~~require significant time and expense, including the ~~meaning~~transfer ~~associated~~ of tooling, validation and requalification of manufacturing lines, and regulatory or customer approvals. In addition, outsourcing manufacturing may require us to share proprietary technology, trade secrets and know-how with itthird inparties, increasing the ~~JOBS~~risk ~~Act~~of intellectual property misappropriation, unauthorized use or disclosure, or development of competing products. Any disruption in third-party manufacturing could materially and adversely affect our business, financial condition, results of operations and prospects.

~~Additionally~~Finally, the production of our batteries at scale and competitive cost will require us to achieve rates of throughput, use of electricity and consumables, yield, and rate of automation demonstrated for mature batteries and battery material. As we ~~are~~have not produced our batteries at a ~~“smaller~~gigafactory ~~reporting company”~~scale, asour ~~defined~~ability into ~~Item 10(f)(1) of~~achieve ~~Regulation S-K~~such rates is untested and subject to significant constraints and uncertainties. ~~Smaller~~ ~~reporting~~Operational ~~companies~~performance ~~may~~and ~~take~~costs ~~advantage~~can be difficult to predict and are often influenced by factors outside of ~~certain reduced~~our ~~disclosure~~control, ~~obligations~~such as, ~~including~~but not limited to, ~~among~~environmental ~~other~~hazards ~~things~~and remediation, ~~providing~~costs ~~only~~associated ~~two years~~with commissioning of ~~audited~~machines, ~~financial~~damages ~~statements.~~or Wedefects ~~will remain~~in aelectronic ~~smaller~~systems, ~~reporting~~industrial ~~company~~accidents, ~~until~~fire ~~the~~and ~~last day~~seismic ofactivity ~~the~~and ~~fiscal~~natural ~~year~~disasters, and problems with equipment vendors. Should operational risks materialize, they may result in ~~which~~lower ~~(1) the~~yield, ~~market~~which ~~value~~would ofnegatively affect our ~~ordinary~~revenue ~~shares held~~growth byand ~~non-affiliates~~profitability isas ~~equal~~projected. Additionally, they could cause personal injury to or ~~exceeds~~death ~~$250 million~~of asworkers, the loss of ~~the~~manufacturing ~~prior~~equipment, ~~June 30th~~damage to manufacturing facilities, ormonetary ~~(2) our~~losses, ~~annual~~delays ~~revenues equaled~~and orunanticipated ~~exceeded~~fluctuations ~~$100 million~~in ~~during~~production, ~~such~~environmental ~~completed~~damage, ~~fiscal~~administrative ~~year~~fines, increased insurance costs and ~~the~~potential ~~market~~legal ~~value~~liabilities, all of ~~our~~which ~~ordinary~~could ~~shares~~have ~~held~~a bymaterial ~~non-affiliates is~~adverse ~~equal~~effect toon orour ~~exceeds~~business, ~~$700 million~~financial ascondition, results of ~~the~~operations ~~prior~~and ~~June 30th~~prospects.

InWe ~~addition,~~expect ~~after~~to ~~completion~~expand ~~of this offering~~ and/or ~~prior~~retrofit toour ~~the~~existing ~~consummation~~manufacturing offacilities aand ~~business combination~~may, ~~only~~in ~~holders of our Class B ordinary shares will have~~ the ~~right~~future, toenter ~~vote on the appointment~~ or ~~removal~~lease ofnew ~~directors.~~manufacturing ~~As a result~~facilities, ~~Nasdaq~~all ~~will consider us to be a “controlled company” within the meaning~~ of ~~Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of~~ which ~~more~~will ~~than~~require ~~50%~~significant ofcapital ~~the~~investment ~~voting power for the appointment of directors is held by an individual, group or another company is a “controlled company”~~ and may ~~elect~~ not tobe ~~comply~~completed ~~with certain corporate governance requirements. We currently do not intend to rely~~ on ~~the~~a ~~“controlled~~timely ~~company” exemption~~basis ~~but~~or ~~may~~operate doas ~~so in the future~~expected. ~~Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.~~

We expect to expand, retrofit or upgrade our existing manufacturing facilities and, in the future, may need to lease or otherwise enter into new manufacturing facilities to support the development, scale-up and commercialization of our battery technology. These activities will require significant capital expenditures, management attention and operational resources, and may involve complex construction, installation, commissioning and qualification processes. We may encounter delays, cost overruns, supply chain

~~The Offering~~Table of Contents

Inconstraints, ~~making~~permitting ~~your decision on whether to invest in our securities~~issues, ~~you~~labor ~~should take into account not only the backgrounds of the members of our management team~~shortages, ~~but~~equipment ~~also~~delivery ~~the~~delays ~~special~~or ~~risks we~~other ~~face~~unforeseen aschallenges ~~a blank check company and the fact that this offering is not being conducted~~ in ~~compliance~~connection with ~~Rule 419 promulgated under~~ the ~~Securities~~expansion ~~Act.~~or ~~You~~retrofit ~~will~~of ~~not~~existing befacilities ~~entitled~~or ~~to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and~~ the ~~other~~leasing ~~risks~~of ~~set~~new ~~forth in the section below entitled “Risk Factors~~facilities.”

Securities offered:		20,000,000 units, at $10.00 per unit, each unit consisting of:
		· one Class A ordinary share; and
		· one-half of one redeemable warrant.
Proposed Nasdaq symbols:		Units: “ ”
		Class A Ordinary Shares: “ ”
		Warrants: “ ”
Trading commencement and separation of Class A ordinary shares and warrants:		The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units are expected to begin separate trading on the 52nd day following the date of this prospectus unless Cantor informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.
Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8- K:		In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated information to reflect the exercise of the over-allotment option.
Units:
Number outstanding before this offering		0
Number outstanding after this offering(1)		20,000,000
Ordinary shares:
Number outstanding before this offering(2)		5,750,000
Number outstanding after this offering(3)(4)		25,000,000

The successful operation of expanded, retrofitted or newly established manufacturing facilities depends on our ability to design, install, integrate and operate new or modified equipment, processes and infrastructure at scale. Any failure to effectively integrate new facilities or manufacturing lines with our existing operations, or to achieve expected levels of throughput, yield, quality, safety or cost efficiency, could result in production disruptions, increased operating costs, delays in product development or commercialization, or reduced margins. In addition, new or retrofitted facilities may not operate as expected initially, and we may need to incur additional costs or make further modifications to achieve targeted performance.

Our decisions regarding whether, when and where to expand or enter new manufacturing facilities are subject to numerous uncertainties, including customer demand, the availability and timing of financing, regulatory and permitting requirements, geopolitical and macroeconomic conditions, and the availability of qualified personnel. If we are unable to successfully expand, retrofit or bring new manufacturing facilities online in a timely and cost-effective manner, or if we commit resources to facilities that ultimately prove to be unnecessary or uneconomic, our business, financial condition, results of operations and prospects could be materially adversely affected.

If the UAVs or EVs in which our batteries are installed do not meet certain standards, our business, results of operations and prospects could be adversely affected.

Our products are expected to be used as components in UAVs and EVs. All vehicles sold must comply with applicable international, federal, and state UAV and motor vehicle safety standards, which vary by national and other jurisdictions. In the United States, vehicles that meet or exceed all federally mandated safety standards are certified under the federal regulations. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification. Failure by our eventual UAV and EV manufacturing customers to satisfy motor vehicle standards could have a material adverse effect on our business and results of operations.

Moreover, we may incur our own significant costs in complying with these regulations. Laws and regulations related to the UAV and EV industry and alternative energy are currently evolving and we face risks associated with changes to these laws and regulations.

To the extent laws and regulations become more stringent or otherwise change, our products or the UAVs or vehicles into which they are incorporated may not comply with applicable international, federal, state or local laws, which would have an adverse effect on our business. Compliance with changing laws and regulations could be burdensome, time consuming and expensive. To the extent compliance with new laws and regulations is cost prohibitive, our business, financial condition, results of operations and prospects would be adversely affected.

Internationally, there may be laws and regulations in jurisdictions we have not yet entered or laws of which we are unaware in jurisdictions we have entered that may restrict our sales or other business practices. Even for those jurisdictions we have analyzed, the laws and regulations in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles interfering with our or our eventual customers’ or collaboration partners’ ability to sell products could have a negative and material impact on our business, financial condition, results of operations and prospects.

The UAV and EV battery markets continue to evolve and are highly competitive, and certain other battery manufacturers have significantly greater resources, experience and scale than we do and have technologies that may be superior to ours. As a result, we may not be able to produce our products at cost-competitive prices.

The UAV and EV battery markets are fast-growing, extremely competitive and driven by the innovation of both large incumbents and emerging entrants like Factorial Energy. For more information, see “Information about Factorial Energy - Competitive Landscape.” Li-ion battery technology has been widely adopted and our current competitors have, and future competitors may have, greater resources than we do and may also be able to devote greater resources to the development of their current and future technologies. These competitors also may have greater access to customers and may be able to establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and competitive positioning. In addition, battery manufacturers may continue to reduce cost and expand supply of conventional batteries and therefore reduce the prospects for our business or negatively impact our ability to sell our products at a market-competitive price and yet with sufficient margins.

Warrants:
Number of private placement warrants to be sold in a private placement simultaneously with this offering		6,000,000
Number of warrants to be outstanding after this offering and the private placement(5)		16,000,000
Exercisability:		Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar SPACs which contain whole warrants exercisable for one share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive business combination partner for target businesses.

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~~(1)~~A ~~Assumes~~number noof ~~exercise~~development-stage companies are also seeking to develop new technologies for batteries. Potential new entrants are seeking to develop new technologies for cathodes, anodes, electrolytes and additives. Some of ~~the~~these ~~underwriters’~~companies ~~over~~have established relationships with OEMs and are in varying stages of development. Additionally, many OEMs are researching and investing in conventional batteries and/or next-~~allotment~~ ~~option~~generation battery efforts and, ~~750~~in some cases,~~000~~ ~~founder~~in ~~shares~~battery development and production. Furthermore, other companies are ~~surrendered~~developing alternative technologies such as advanced diesel, ethanol, fuel cells or compressed natural gas, as well as potential improvements in the fuel economy of the internal combustion engine. We expect competition in battery technology and e-mobility markets intensify due to increased demand for these vehicles and a regulatory push for UAVs and EVs, continuing globalization, and consolidation in the worldwide aviation and automotive industry. Developments in alternative technologies or improvements in battery technology made by competitors may materially adversely affect the sales, pricing and gross margins of our ~~sponsor~~batteries. If a competing technology is developed that has superior operational or price performance, our business will be harmed. Similarly, if we fail to usaccurately ~~for~~predict noand ~~consideration~~ensure that our battery technology can address customers’ and collaboration partners’ changing needs or emerging technological trends, or if our customers or collaboration partners fail to achieve the benefits expected from our batteries, our business will be harmed.

~~(2)~~Developments ~~Includes~~in upalternative tobattery ~~750,000~~technology ~~founder~~or ~~shares~~other ~~that~~power ~~will~~and beenergy ~~surrendered~~alternatives bymay ~~our~~adversely ~~sponsor~~affect tothe usdemand for noour ~~consideration~~battery ~~depending on the extent to which the underwriters’ over-allotment option is exercised~~products.

~~(3)~~Significant ~~Comprised~~developments ofin 20alternative technologies,~~000,000~~ ~~Class~~such Aas ~~ordinary~~fuel ~~shares~~cell ~~included~~technology, inadvanced ~~the~~diesel, ~~units~~ethanol toor benatural ~~sold~~gas, inor ~~this~~breathing ~~offering~~batteries, may materially and 5adversely affect our business,~~000~~ financial condition,~~000~~ ~~Class~~results Bof ~~ordinary~~operations ~~shares~~and ~~(or~~prospects ~~founder~~in ~~shares).~~ways ~~Founder~~that ~~shares~~we ~~are~~may not currently ~~classified~~anticipate. asExisting ~~Class~~and Bother ~~ordinary~~battery ~~shares~~technologies, ~~which~~fuels ~~shares~~or ~~will~~sources ~~automatically~~of ~~convert~~energy ~~into~~may ~~Class~~emerge Aas ~~ordinary~~customers’ ~~shares~~preferred ~~concurrently~~alternatives ~~with~~to orour ~~immediately~~battery ~~following~~products. ~~the~~Any ~~consummation~~failure ofby ~~our~~us ~~initial~~to ~~business~~develop ~~combination~~new or enhanced technologies or processes, or ~~earlier~~to atreact ~~the~~to ~~option~~changes ofin ~~the~~existing ~~holder~~technologies, oncould amaterially ~~one-for-one~~delay ~~basis,~~our ~~subject~~development toand ~~adjustment~~introduction asof ~~described~~new ~~below~~and ~~adjacent~~enhanced toalternative ~~the~~products, ~~caption~~which ~~“Founder~~could ~~shares~~result ~~conversion~~in decreased revenue and ~~anti-dilution~~a ~~rights~~loss of market share to our competitors.”

~~(4)~~Our ~~Assumes~~research ~~surrender~~and ofdevelopment ~~all~~efforts ~~750,000~~may ~~founder~~not ~~shares.~~be Upsufficient to ~~750~~adapt to changes in alternative fuel and EV technology. As technologies evolve,~~000~~ ~~founder~~we ~~shares~~plan ~~will~~to beupgrade ~~surrendered~~or byadapt our ~~sponsor~~energy tosolutions uswith ~~for~~the nolatest ~~consideration~~technology, ~~depending~~in onparticular lighter weight modules and packs, advanced cooling methods, more sophisticated safety management software, more efficient manufacturing process, and advanced battery chemistry, which may also negatively impact the ~~extent~~adoption of our other products. However, we may not compete effectively with alternative systems if we are not able to ~~which~~develop, source and integrate the ~~underwriters’~~latest ~~over-allotment~~technology ~~option~~into isour ~~exercised~~battery products.

~~(5)~~We ~~Comprised~~rely ~~of 10~~on,~~000,000~~ ~~public~~and ~~warrants~~will ~~included~~continue ~~in the units~~ to berely ~~sold in this offering~~on, ~~assuming~~complex noequipment ~~exercise~~for ofour ~~the~~operations. ~~underwriters’~~This ~~over-allotment option~~equipment, and 6manufacturing generally,~~000,000~~ ~~private~~creates ~~placement~~a ~~warrants~~significant todegree beof ~~sold~~risk and uncertainty in ~~the~~terms ~~private~~of ~~placement~~operational performance and costs.

~~Exercise~~We ~~price:~~rely ~~$11.50~~heavily ~~per share~~on, ~~subject~~and towill ~~adjustments~~continue asto ~~described~~rely ~~herein.~~heavily ~~In addition~~on, ifcomplex ~~(x)~~equipment ~~we issue additional Class A ordinary shares or equity-linked securities~~ for ~~capital~~our ~~raising~~operations ~~purposes~~and ~~in connection with~~ the ~~closing~~production of our ~~initial~~batteries, ~~business~~which ~~combination~~involves ata ansignificant ~~issue~~degree ~~price or effective issue price~~ of ~~less~~uncertainty ~~than~~and ~~$9.20~~risk ~~per~~in ~~Class~~terms Aof ~~ordinary~~operational ~~share~~performance ~~(with~~and ~~such~~costs. ~~issue~~Our ~~price~~manufacturing orequipment ~~effective~~consists ~~issue~~of ~~price~~many tocomponents, bewhich ~~determined~~may insuffer ~~good~~unexpected ~~faith~~malfunctions byfrom ~~our~~time ~~board~~to oftime ~~directors~~ and, inmay ~~the~~depend ~~case~~on ofrepairs ~~any~~and ~~such~~spare ~~issuance~~parts to ~~our~~resume ~~initial shareholders or their affiliates~~operations, ~~without~~which ~~taking~~may ~~into~~not ~~account~~be ~~any~~available ~~founder~~when ~~shares~~needed. ~~held~~Problems bywith our ~~initial~~manufacturing ~~shareholders~~processes orcould ~~such~~result ~~affiliates,~~in ~~as applicable, prior to such issuance) (~~the ~~“Newly~~loss ~~Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60%~~ of ~~the~~manufacturing ~~total~~equipment, ~~equity~~damage ~~proceeds~~to ~~(including~~manufacturing ~~from~~facilities, ~~such~~monetary ~~issuances and this offering)~~losses, ~~and interest thereon~~delays, ~~available~~unanticipated ~~for~~fluctuations ~~the~~in ~~funding~~production ofand ~~our~~personal ~~initial~~injury ~~business~~to ~~combination~~or ondeath ~~the date~~ of ~~the~~workers. ~~consummation~~Should of our ~~initial~~precautions ~~business~~be ~~combination~~inadequate ~~(net~~or ofan ~~redemptions),~~event ~~and~~be ~~(z)~~larger ~~the~~than ~~volume~~expected, ~~weighted~~we ~~average~~could ~~trading~~have ~~price~~significant ofequipment ~~our~~or ~~Class~~facility Adamage ~~ordinary~~that ~~shares~~would ~~during~~impact ~~the~~our 20ability ~~trading day period starting on the trading day prior~~ to ~~the~~deliver ~~day on which we consummate~~ our ~~initial~~battery ~~business~~products ~~combination~~and ~~(such~~require ~~price,~~additional ~~the~~resources ~~“Market~~to ~~Value”) is below $9~~recover.20 ~~per~~In ~~share~~addition, ~~then~~in ~~the~~some ~~exercise~~cases, ~~price~~operational ofproblems ~~the~~may ~~warrants~~result ~~will~~in beenvironmental ~~adjusted~~damage, ~~(to~~administrative ~~the~~fines, ~~nearest~~increased ~~cent)~~insurance tocosts beand ~~equal~~potential tolegal ~~115%~~liabilities. ofAny ~~the higher~~ of ~~the~~these ~~Market~~operational ~~Value and the Newly Issued Price~~problems, ~~and~~or ~~the~~a ~~$18.00~~combination ~~per share redemption trigger price described below under “Redemption~~ of ~~warrants~~them ~~when~~could ~~the~~have ~~price~~a ~~per~~material ~~Class~~adverse Aeffect ~~ordinary~~on ~~share~~our ~~equals~~cash orflows, ~~exceeds~~business, ~~$18.00”~~financial ~~will~~condition, beresults ~~adjusted (to the nearest cent) to be equal to 180%~~ of ~~the~~operations ~~higher~~or ~~of the Market Value and the Newly Issued Price~~prospects.

Furthermore, manufacturing technology may evolve rapidly, and we may decide to update our manufacturing processes more quickly than expected. Moreover, as we scale the commercial production of our batteries, our experience may cause us to discontinue the use of already modified or installed equipment in favor of different or additional equipment. The useful life of any equipment that would be retired early as a result would be shortened, causing the depreciation on such equipment to accelerate, as well as requiring us to make substantial capital expenditures for the improvement or replacement of such equipment, and our results of operations could be negatively impacted.

Exercise period:	The warrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
	We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement.
	The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation; provided, however, that the private placement warrants issued to Cantor will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8). On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00	We may redeem the outstanding warrants:
		·	in whole and not in part;
		·	at a price of $0.01 per warrant;
		·	upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and
		·	if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of our initial business combination and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

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We have pursued and may continue to pursue development agreements and other strategic alliances, which could have an adverse impact on our business if they are unsuccessful or entered into on terms that are disadvantageous to us.

We have entered into development agreements with certain of our customers and collaboration partners, and may in the future enter into similar arrangements and development agreements with our customers and collaboration partners, including with Mercedes-Benz, Stellantis, Hyundai/Kia, PowerCo SE and Karma Automotive. While offering potential benefits, these strategic alliances with OEMs, cell makers and others could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by our partners and costs of establishing and maintaining new strategic alliances, any of which may materially and adversely affect our business. We may have limited ability to monitor or control the actions of our partners and, to the extent any of them suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with them. For example, if we rely on our partners’ manufacturing facilities, those operations would be outside of our control. We could experience delays if our partners do not meet agreed-upon timelines or experience capacity constraints, and in turn, we could lose customers and collaboration partners and face reputational harm.

Certain components of our batteries pose safety risks that may cause injury or death. We may be subject to financial and reputational risks due to product recalls and product liability claims, and we could face substantial liabilities that exceed our resources.

Due to their energy density, our batteries can pose certain safety risks, including the risk of fire in the event of manufacturing defects, improper use, or improper testing. Accidents causing death, personal injury or property damage, can occur, and no high energy density battery will ever be 100% safe. For example, under certain conditions our batteries can go into thermal runaway, which can result in fire. Although we incorporate safety procedures in the research, development, manufacture and transportation of our batteries that are designed to minimize safety risks, the manufacture or use of our battery products may still cause accidents. Any accident, whether occurring at our manufacturing facilities or from the use of our battery products, may result in significant production interruption, delays or claims for substantial damages caused by personal injuries or property damage.

In addition, due to the harsh environments in which batteries are used, including extremely low temperature and pressure, and combat for military applications, our batteries go through rigorous testing to ensure safe behavior under abuse-case conditions. Although such tests have been successful to date, we cannot assure you such tests will be successful in the future. If we have to make design changes to address any safety issues, we may have to delay or suspend our planned production, which could materially damage our brand, business, financial condition, results of operations and prospects.

Product liability claims, even those without merit or those that do not involve our battery products, could harm our business, financial condition, results of operations and prospects.

A successful product liability claim against us, resulting from safety issues or otherwise, could require us to pay a substantial monetary award. We may not be able to cover any substantial monetary judgment against us. Moreover, a product liability claim against us or our competitors could generate substantial negative publicity about our battery products and could have a material adverse effect on our brand, business, financial condition, results of operations and prospects.

The unavailability, reduction, or elimination of government and economic incentives could have a material adverse effect on our business, financial condition, results of operations, and prospects.

We have applied, and may continue to apply, for governmental and economic incentives available to the EV battery developers. Government incentives and subsidies are granted in connection with a government’s efforts to promote the development of the local economy and other policies. We intend to apply for further grants in the future in the jurisdictions in which we operate. Some local government incentives and subsidies may be challenged by higher-level government authorities. Therefore, government incentives and subsidies may be modified, terminated or subject to clawback at the sole discretion of the relevant governmental authorities. Additionally, because laws, regulations and policies with respect to incentives and subsidies may change, we cannot be sure that government incentives and subsidies will continue to be available. In the event that we cease to receive any government incentives or subsidies, any current or future incentive or subsidy is reduced, or any of our current or future incentives or subsidies are challenged, our business, financial condition and results of operations may be adversely affected.

WeTable ~~will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance~~ of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the measurement period. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. Founder shares: Pursuant to certain subscription agreements dated October 29, 2024, on November 12, 2024, our initial shareholders paid an aggregate of $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for an aggregate of 5,750,000 founder shares. Prior to the initial investment in the company of $25,000 by our initial shareholders, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding ordinary shares after this offering. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Up to 750,000 of the founder shares will be surrendered by our sponsor to us for no consideration depending on the extent to which the underwriters’ over-allotment option is not exercised. If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of founder shares by our initial shareholders, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.Contents

Additionally, we believe that, currently, the availability of government incentives and subsidies available to end-users and OEMs is an important factor considered by customers when purchasing EVs, and that growth in the battery market will depend in part on the availability and amounts of these subsidies and incentives for EVs. Currently, government programs, including in China and Europe, favor the purchase of EVs, including through disincentives that discourage the use of gasoline-powered vehicles. At the federal level in the United States, while the Inflation Reduction Act of 2022 (the “IRA”) provided tax credits for the purchase of electric vehicles and electric vehicle charging infrastructure, the One Big Beautiful Bill Act (the “OBBBA”), enacted in July 2025, has now terminated these credits, which were phased out on September 30, 2025 with respect to electric vehicles purchased after such date and will be phased out on June 30, 2026 with respect to electric vehicle charging infrastructure placed in service after such date. These changes may reduce demand for EVs, adversely affecting our anticipated sales of EV battery products. In addition, OEM partners or customers may delay taking delivery of our battery products if they believe that certain EV incentives will be available at a later date, which may adversely affect our business, financial condition, results of operations and prospects. Any further reduction or elimination of government and economic incentives or subsidies may result in the diminished competitiveness of the alternative fuel vehicle industry generally or EVs that use our batteries in particular.

Our operations expose us to litigation, environmental, and other legal and compliance risks. Compliance with laws and regulations is expensive, and our failure to comply with these laws and regulations may result in monetary damages and fines, adverse publicity and a material adverse effect on our business.

We are subject to a variety of litigation, environmental, health and safety and other legal compliance risks. These risks include, among other things, possible liability relating to product liability matters, personal injuries, intellectual property rights, contract-related claims, health and safety liabilities, environmental matters and compliance with U.S. and foreign laws, competition laws and laws governing improper business practices.

Our operations in the United States and South Korea may be subject to environmental laws and regulations, including laws and regulations relating to water, discharges, emissions, chemicals, hazardous materials, natural resources, remediation and contamination. Compliance with these laws can be difficult and costly. For example, battery life cycle management regulations and regulations governing the transport of batteries may impose substantial requirements on our operations in the United States. Our operations may be required to obtain and comply with environmental permits, many of which may be difficult and expensive to obtain and must be renewed on a periodic basis. A failure to comply with these laws, regulations or permits could result in substantial liabilities, including fines, penalties, the suspension or loss of permits, and possibly orders to cease the non-compliant operations.

As a business with international reach, we are subject to complex laws and regulations in jurisdictions in which we operate. Those laws and regulations may be interpreted in different ways. They may also change from time to time, as may related interpretations and other guidance. Changes in laws or regulations could result in higher expenses and payments, and uncertainty relating to laws or regulations may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights.

Changes in environmental and climate laws or regulations, including laws relating to greenhouse gas emissions, could lead to new or additional investment in manufacturing designs, subject us to additional costs and restrictions, including increased energy and raw materials costs, and could increase environmental compliance expenditures. We are subject to various environmental laws and regulations on air emission, waste water discharge, solid waste, noise and the disposal of hazardous materials. Cobalt and lithium are toxic materials that are important raw materials in our batteries. We also use, generate and discharge other toxic, volatile and hazardous chemicals and wastes in our research, development and manufacturing activities. Under South Korean and U.S. environmental regulations, we are required to maintain the pollutant emission levels at the facility within the levels prescribed by the relevant governmental authorities and obtain a pollution discharge permit for water and air emissions. In addition, certain laws and regulations require enterprises like us that generate hazardous waste to engage companies which are licensed and qualified to process the hazardous waste, and to collect, store, dispose of and transfer the hazardous waste.

If we fail to comply with national and local environmental protection laws and regulations, the relevant governmental authorities may impose fines or deadlines to cure instances of non-compliance and may even order us to cease operations if we fail to comply with their requirements. In particular, any breach by us in connection with requirements relating to the handling of hazardous wastes may subject us to monetary damages and fines. In addition, if any third party suffers any loss as a result of our pollutant emission practices, our improper handling of hazardous waste or our noncompliance with environmental regulations, such third parties may seek damages from us.

	The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that:
		·	prior to the closing of our initial business combination, only holders of our Class B ordinary shares have the right to vote on the appointment or removal of directors and on continuing the company in a jurisdiction outside the Cayman Islands (as further described herein), prior to the consummation of our initial business combination;
		·	the founder shares are subject to certain transfer restrictions, as described in more detail below;
		·	the founder shares are entitled to registration rights;
		·	the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights”; and
		·	our initial shareholders, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction) in favor of our initial business combination.
Transfer restrictions on founder shares:	Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants.” Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. Except in certain limited circumstances, no member of our sponsor may transfer all or any portion of its membership interests in our sponsor.

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There can be no assurance that we will be able to comply with all environmental laws and regulations at all times as the environmental legal regime is evolving and becoming more stringent, especially in South Korea and the United States. Therefore, if these or other governments where we do business impose more stringent regulations in the future, we will have to incur additional substantial costs and expenses in order to comply with new regulations, which may negatively affect our results of operations. If we fail to comply with any of the present or future environmental regulations in any material aspect or cause any loss to any third parties due to our pollutant emission practices, improper handling of hazardous wastes or other environmental noncompliance, we may suffer from negative publicity and may be required to pay substantial fines, pay damages to such third parties, or suspend or even cease operations. Failure to comply with environmental laws and regulations may materially and adversely affect our business, financial condition, results of operations and prospects.

We are subject to environmental and safety risks and requirements relating to environmental and safety regulations and environmental remediation matters which could adversely affect our business and results of operations.

Battery technology development and manufacturing involve certain inherent environmental and safety risks. Some of our employees handle hazardous materials, including chemicals, such as materials containing lithium and sulfide, that pose specific challenges. We have engineering and administrative controls in place for handling these materials along with any hazardous substances and the employees who handle such materials are required to follow certain safety procedures, including the use of personal protective equipment such as respirators where needed, chemical goggles, and other protective clothing. In addition to exposure, materials with lithium and sulfides have the propensity to start fires. While we believe we have taken precautionary measures which include engineering controls, personal protective equipment, procedures and training to prevent human exposures and fires, including annual safety training for our employees, we cannot ensure that human or environmental exposure to hazardous materials used in our development activities and prototype products will not occur. Any such exposure could result in future third-party claims against us, damage to our reputation, and heightened regulatory scrutiny, remedial and corrective action obligations or the incurrence of capital expenditures, any of which could limit or impair our ability to attract customers or collaboration partners. The occurrence of future events such as these could have a material adverse effect on our business, financial condition and results of operations.

We utilize new manufacturing equipment, techniques and processes, including specialized automated manufacturing equipment within our separator, cathode, and cell assembly process areas. These equipment and processes pose hazards typical to manufacturing such as, but not limited to, hazardous materials, moving parts, and high voltage and/or high current electrical systems typical of large manufacturing equipment and related safety incidents. Although we conduct equipment and process reviews before use, we may not be able to prevent the occurrence of safety incidents that damage machinery or our products, slow or stop production, or harm employees. Consequences to such safety incidents may include litigation, regulation, fines, increased insurance premiums, personal injury to or death of our employees, mandates to temporarily halt production, workers’ compensation claims, damage to our facilities, or other actions that impact our company brand, finances, or ability to operate.

In addition to the risks listed above, we are subject to numerous federal, state and local environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous materials. There are significant capital, operating and other costs associated with compliance with these environmental laws and regulations. Environmental laws and regulations, including used battery recycling, recovery and reuse, are cost intensive activities that we support. Federal, state and local authorities also regulate a variety of matters, including, but not limited to, health, safety and permitting in addition to the environmental matters discussed above. New legislation and regulations may require us to make material changes to our operations, resulting in significant increases in the cost of production.

Our business depends substantially on the continuing efforts of our senior executives and other key personnel as well as the ability to attract, train, and retain highly skilled employees and key personnel.

Our success depends on our ability to attract and retain our executive officers, key employees and other qualified personnel, and our operations may be severely disrupted if we lost their services. As we build our brand and become better known, there is increased risk that competitors or other companies will seek to hire our personnel. Most of our executives and engineering staff are subject to non-competition and non- solicitation restrictions, but we may face challenges in enforcing these non-competition and non-solicitation restrictions, particularly in jurisdictions that disfavor or outlaw such restrictions. The failure to attract, integrate, train, motivate and retain these personnel could seriously harm our business and prospects, especially if our non-competition and/or non-solicitation restrictions are found to be invalid and/or unenforceable.

Founder shares conversion and anti-dilution rights:		The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
Appointment and removal of directors and continuing the company outside of the Cayman Islands; Voting Rights:		Except as set forth below, holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless otherwise specified in our amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, is generally required to approve any matter voted on by our shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, and pursuant to our amended and restated memorandum and articles of association, such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than 50% of our ordinary shares entitled to vote and voted for the appointment of directors can appoint all of the directors. Prior to the consummation of our initial business combination, only holders of our Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company.

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To execute our business plan, we must attract and retain highly qualified personnel in research and development, artificial intelligence and machine learning, sales and marketing, production and other leadership roles. Competition for these employees is intense, and we may not be successful in attracting and retaining qualified personnel. We have from time to time in the past experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications in relevant industries. Many of the companies with which we compete for experienced personnel have greater resources than we have. In addition, in making employment decisions, particularly in high-technology industries, job candidates often consider the value of the equity they are to receive in connection with their employment. Employees may be more likely to leave us if the shares they own or the shares underlying their equity incentive awards have significantly appreciated or significantly reduced in value.

A significant talent pool consists of nationals from countries that may require a license from the United States Bureau of Industry and Security to work with our technology, which raises the cost of hiring due to the uncertainty that a license may not be granted and the candidate would be unemployable in the role envisioned. Our ability to recruit and retain highly skilled personnel internationally depends in part on our ability to obtain and maintain appropriate visas and work authorizations for such employees. Changes in U.S. immigration policy, including increased scrutiny, delays, reductions in the number of visas granted, or limitations on the extension or renewal of existing visas, could make it more difficult or more expensive for us to hire and/or continue to employ certain personnel. In addition, uncertainty regarding the availability or timing of visa approvals or extensions may discourage qualified candidates from accepting employment with us or result in the loss of existing employees whose work authorization cannot be timely obtained or renewed. Any reduction in the availability of new visas or extensions of existing visas, and/or any increase in processing times or denial rates, could limit our access to global talent, disrupt our operations and adversely affect our ability to execute our business strategy. If we fail to attract new personnel, and/or fail to retain and motivate our current personnel, our business and growth prospects could be harmed.

In addition, we are highly dependent on the services of Dr. Siyu Huang, our Co-Founder and Chief Executive Officer; Dr. Alex Yu, our co-Founder and Chief Technology Officer; Jason Duva, our General Counsel; Richard Wei, our Chief Financial Officer; and other senior technical and management personnel, including our executive officers, who may take significant amounts of time to replace. If Drs. Huang, Yu, or other key personnel were to depart, we may not be able to successfully attract and retain the senior leadership necessary to grow our business.

If we do not maintain and continue to develop our corporate culture as we grow and evolve, it could also harm our ability to foster innovation, creativity and teamwork we believe we need to support our growth. Additions of executive-level management, significant numbers of new employees, our workforce reduction and higher employee turnover could significantly and adversely impact our culture.

Risks Related to Our Limited Operating History

We are an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses from operations.

Legacy Factorial has incurred net losses since our inception. For example, during the years ended December 31, 2025 and 2024, we reported net losses of $73.9 million and $54.3 million, respectively, with revenue of $0 and $0, respectively. We may continue incurring net losses in the future as we, among other things, endeavor to hire the experienced scientific, quality-control, and manufacturing personnel needed to operate our manufacturing processes to scale; increase our sales and marketing activities; expand our distribution infrastructure; and increase our general and administrative functions to support our growing operations. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.

We are not yet cash flow positive, and any failure to effectively manage our cash resources or generate future cash flows could adversely affect our business.

We are not currently cash flow positive, and the development, scaling, and commercialization of battery technology is capital intensive, even under a capital-light operating model. Our business requires ongoing investment in research and development, manufacturing scale-up, supply chain development, and commercialization activities, which may result in significant cash outflows before we generate sufficient operating cash flows.

Our future success depends, in part, on our ability to effectively manage our cash resources, control operating expenses, and generate cash flows from commercial activities in a timely manner. Any misalignment between our cash expenditures and cash inflows, delays in customer adoption or revenue generation, cost overruns, or inefficiencies in cash management could require us to seek additional financing sooner than expected or on less favorable terms.

~~With~~Table ~~respect to any other matter submitted to a vote~~ of our shareholders prior to or in connection with the completion of our initial business combination, including any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In such case, our initial shareholders, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction) in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the underwriters’ over-allotment option is not exercised and the parties to the letter agreements do not acquire any public shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. Private placement warrants: Our sponsor and Cantor have committed, pursuant to written agreements, to purchase an aggregate of 6,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per private placement warrant, or $6,000,000 in the aggregate, in a private placement that will close simultaneously with the closing of this offering. Of those 6,000,000 private placement warrants, our sponsor has agreed to purchase 4,000,000 private placement warrants and Cantor has agreed to purchase 2,000,000 private placement warrants. The private placement warrants will also be worthless if we do not complete our initial business combination. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $200,000,000 (or $230,000,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by the initial purchasers or their permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8). If we do not complete our initial business combination within the completion window, the private placement warrants will expire worthless.Contents

If we are unable to obtain additional capital when needed, or if we are unable to generate sufficient cash flows to support our operations, our ability to execute our business strategy, continue operations, or pursue growth opportunities could be materially and adversely affected.

Our business plan has yet to be tested, and we may not succeed in executing on our strategic plans, including commercialization.

As a research and development stage company, we face a number of difficulties normally encountered by new enterprises, including substantial risks and expenses in the course of establishing or entering new markets, organizing operations, and undertaking marketing activities. The likelihood of our success must be considered in light of these difficulties and the competitive environment in which we operate. There is nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not be able to generate significant revenue, raise additional capital, or operate profitably. We will continue to encounter challenges frequently experienced by early commercial stage companies, including scaling up our infrastructure and managing our headcount, and may encounter unforeseen expenses, difficulties, or delays in connection with our growth. In addition to the extensive capital requirements of our business, we can be expected to continue to sustain substantial operating expenses without generating sufficient revenue to cover expenditures. Any investment in our company is therefore highly speculative and could result in loss of your entire investment.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or we adjust our estimates in future periods, our business, prospects, results of operations, and financial condition could be materially and adversely affected. Furthermore, our financial performance in one period may not be indicative of financial performance in future periods.

We will need substantial additional capital in the future to fund our business and may be unable to meet our future capital requirements, impairing our financial position and results of operations.

The development, design, manufacture and sale of batteries is a capital-intensive business. We expect to sustain substantial operating expenses, without generating sufficient revenues to cover expenditures, for a number of years. To date, we have funded our operations through the sales of our convertible preferred stock and through the proceeds of the Business Combination and the PIPE Financing. These funds are expected to finance our principal sources of liquidity and ongoing costs, such as research and development relating to our batteries and the construction of additional manufacturing facilities. In the future, if we are not able to fund our operations from cash flows generated from anticipated product sales, we expect that we will need to raise additional funds through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, issuance of equity (including through at-the-market sales), equity-related or debt securities or through obtaining credit from financial institutions, as well as anticipated future revenue from product sales. Any such issuances may be highly dilutive and/or may result in the imposition of covenants that significantly restrict our ability to conduct our business and operations as we may otherwise deem appropriate.

We believe that our cash on hand and marketable securities will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of the most recent financial statements included in this prospectus and also sufficient to fund us through commercialization. However, additional funding may be required for a variety of reasons, including opportunities to expand our manufacturing capabilities and delays in expected development of our battery cells. Our ability to successfully develop our products, commence commercial operations and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate positive cash flows from operations.

We cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to stockholders. We may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our business and financial prospects. Furthermore, the cost of debt could be higher than anticipated, which could negatively affect our earnings.

Incorrect estimates or assumptions by management in the preparation of our consolidated financial statements could adversely impact our reported assets, liabilities, income, revenue, or expenses.

The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, stockholders’ equity, revenue, income, and expenses during the reporting periods. Incorrect estimates and assumptions by management could result in reported amounts that are overstated or understated and have a material adverse effect on our business, prospects, results of operations, and financial condition.

		The private placement warrants to be purchased by Cantor or its affiliates are deemed underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.
		Except in certain limited circumstances, no member of our sponsor may transfer all or any portion of its membership interests in our sponsor.
Transfer restrictions on private placement warrants:		The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination, except as described herein under “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants.”
Proceeds to be held in trust account:		Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be placed in a U.S. based-trust account with Continental Stock Transfer & Trust Company acting as trustee, and initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. The proceeds to be placed in the trust account include $9,000,000 (or up to $10,950,000 if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions.
		Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

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Our ability to utilize any net operating losses or tax credit carry forwards to offset taxable income are subject to complex limitations.

Section 382 of the Internal Revenue Code limits the ability of a corporation that undergoes an “ownership change” to use its pre-change net operating losses to offset future taxable income. An “ownership change” generally means a greater than 50 percentage point change (by value) in a corporation’s equity ownership by certain stockholders over a three-year period. If we have experienced an ownership change at any time since our incorporation, we may be subject to these limitations on our ability to utilize our net operating losses and other tax attributes to offset taxable income or tax liability. In addition, future changes in our stock ownership, which may be outside of our control, may trigger an ownership change.

Changes in tax law, regulations, or interpretations, including those resulting from the OBBBA, could suspend the use of net operating losses or tax credits, possibly with retroactive effect, and adversely impact our effective tax rate or cash flows. As a result, if we earn net taxable income, we could be unable or limited in our ability to use net operating losses and other tax attributes to offset such taxable income, which could result in increased future income tax liabilities. Similar provisions of state tax law may also limit our use of accumulated state tax attributes.

Our cash and money market funds could be adversely affected if the financial institutions in which we hold our cash and money market funds fail.

We deposit and maintain our cash and money market funds with third party financial institutions. A failure of these financial institutions to return our cash deposits and money market funds, or if a depository institution is subject to other adverse conditions in the financial or credit markets, could impact our access to our cash or money market funds and could adversely impact our operating liquidity and financial performance.

There is substantial doubt about our ability to continue as a going concern.

We have prepared cash flow forecasts which indicate that, based on our expected operating losses and negative cash flows and without giving effect to the consummation of the Business Combination or the PIPE Financing, there is substantial doubt about our ability to continue as a going concern for the twelve months following the date that the Legacy Factorial consolidated financial statements, as of and for the year ended December 31, 2025, were issued. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Factorial Energy - Liquidity and Capital Resources.” As a result, management has included disclosures in Note 1 of Legacy Factorial’s financial statements, which include a statement that substantial doubt exists about our ability to continue as a going concern, and our independent registered public accounting firm has included an explanatory paragraph in its report on Legacy Factorial’s financial statements as of and for the year ended December 31, 2025, referring to management’s disclosure with respect to this uncertainty. Our future viability as an ongoing business is dependent on our ability to raise additional capital to finance our operations.

There is no assurance that we will succeed in obtaining sufficient funding on terms acceptable to us to fund continuing operations, if at all. The perception that we might be unable to continue as a going concern may also make it more difficult to obtain financing for the continuation of our operations on terms that are favorable to us, or at all, and could result in the loss of confidence by investors and employees. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that our investors will lose all or a part of their investment.

We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate this material weakness or otherwise fail to maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our stock price and access to the capital markets.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. In addition, we are required to furnish a report by management on the effectiveness of our internal control over financial reporting in our annual reports on Form 10-K, pursuant to the rules and regulations of the SEC regarding compliance with Section 404 of the Sarbanes-Oxley Act. The process of designing, implementing and testing the internal control over financial reporting required to comply with this obligation is time consuming, costly and complicated. We have identified a material weakness in our internal control over financial reporting relating to inadequate resources to ensure proper system access and segregation of duties, timely and accurate preparation of reconciliations of accounts, and timely and accurate assessment, review and documentation of various transactions to ensure accurate recording of accounts in our financial statements in a timely manner. This material weakness has led to a conclusion that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2025. Our inability to remediate this material weakness, our discovery of additional control deficiencies or material

Ability to extend time to complete business combination	We have until the date that is 24 months from the closing of this offering, or until such earlier date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then issued and outstanding public shares, subject to applicable law.
	If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier date as our board of directors may approve, and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein.
Anticipated expenses and funding sources:	Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described above. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and:
		·	the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,250,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and
		·	any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender.

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weaknesses in internal control, and our inability to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting, could adversely affect our results of operations, our stock price and investor confidence in our Company.

Our management plans to take action to remediate this material weakness in our internal control over financial reporting. As of the date of this prospectus, management began remediation actions in 2026 and expects to complete the remediation actions during 2027 and to incur approximately $0.8 million in associated costs. However, the remediation process is ongoing, and we cannot assure that it will be completed within this timeframe or that additional remediation costs will not be incurred. In addition, we could in the future identify additional internal control deficiencies that could rise to the level of a material weakness or uncover other errors in financial reporting. The remediation of such deficiencies or material weaknesses may require significant costs and devotion of a substantial amount of management’s attention, diverting financial resources or management’s time from operating our business. During the course of our evaluation, we may identify areas requiring improvement and may be required to design additional enhanced processes and controls to address issues identified through this review. In addition, there can be no assurance that such remediation efforts will be successful, that our internal control over financial reporting will be effective as a result of these efforts or that any such future deficiencies identified may not be material weaknesses that would be required to be reported in future periods.

If we fail to remediate this material weakness and maintain effective disclosure controls and procedures or internal control over financial reporting, we may not be able to rely on the integrity of our financial results, which could result in inaccurate or late reporting of our financial results, which inaccuracies may lead to a requirement to restate our financial statements, as well as delays or the inability to meet our future reporting obligations or to comply with SEC rules and regulations. As a result, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could decline. We could also become subject to investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities, which could require additional financial and management resources. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could restrict our future access to the capital markets as a result of a loss of investor confidence, limitations on our ability under the Securities Act to conduct certain transactions or a reduction in liquidity if our common stock does not remain listed on a national securities exchange. Reduced access to capital or increased use of financial resources to remedy deficiencies in or maintain the effectiveness of internal controls may reduce our liquidity and ability to operate our business.

Risks Related to Our Intellectual Property

We rely heavily on our intellectual property portfolio. If we are unable to protect our intellectual property rights, our business and competitive position would be harmed.

We rely upon a combination of various intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractual protections afforded by license agreements and other agreements, to establish, maintain and enforce rights in our proprietary technologies. In addition, we seek to protect our intellectual property rights through nondisclosure and invention assignment agreements with our employees and consultants, and through non- disclosure agreements with business partners and other third parties. However, these agreements may be insufficient or breached, or may not effectively prevent unauthorized access to or unauthorized use, disclosure, misappropriation or reverse engineering of our confidential information, intellectual property, or technology. Moreover, these agreements may not provide an adequate remedy for breaches or in the event of unauthorized use or disclosure of our confidential information or technology, or infringement of our intellectual property. Despite our efforts to protect our proprietary rights, third parties may, without proper authorization, attempt to copy or otherwise obtain and use our intellectual property or be able to design around our intellectual property. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be adequate, sufficient, or effective. Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert management’s attention, which could harm our business, results of operations and financial condition.

While certain of our proprietary works may be protected under copyright law, we have chosen not to register any copyrights in these works and instead rely primarily on protecting our software as a trade secret. In order to bring a copyright infringement lawsuit in the United States, the copyright must be registered. Accordingly, the remedies and damages available to us for unauthorized use of our works of authorship may be limited.

Conditions to completing our initial business combination:		Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.
		Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.
		If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the business combination involves more than one target business, the aggregate value of all of the target businesses will be taken into account for purposes of the 80% fair market value test and we will treat the transactions together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable.

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Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products.

Certain of our key technological innovations, including innovations that are currently commercialized in our products and innovations that we plan to deploy in the future, are described in our issued patents and pending patent applications, as well as patent applications that we plan to file in the future. For more information, see “Information about Factorial Energy - Intellectual Property.” The process of applying for and obtaining a patent is expensive, time consuming and does not always result in patent claims as expected or needed. We may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost, in a timely manner, or in all jurisdictions where protection may be commercially advantageous, or we financially may not be able to protect our proprietary rights at all. There is also no assurance that the pending applications will result in issued patents.

In addition, third parties may have blocking patents that could prevent us from marketing our products or practicing our technology. Alternatively, third parties may seek to develop or market their products similar to or otherwise competitive with our products. In these circumstances, we may need to defend and/or assert our patents, including by filing lawsuits alleging patent infringement. In any of these types of proceedings, a court or agency with jurisdiction may find our patents invalid and/or unenforceable. Even if our patents are determined to be valid and enforceable patents, these patents still may not provide protection against competing products or processes sufficient to achieve our business objectives. Under the terms of certain agreements with our development partners, we may file patent applications jointly with third parties and end up co-owning certain patents. As a result, we may not have exclusive rights to such patents and co-ownership of a patent may require us to enter into license agreements with third parties, which are less favorable than if we were the sole owner of the patent. Furthermore, if the other owners are unwilling to join us in an enforcement action, we may be unable to enforce our jointly owned patent rights against infringers. Such co-owners may be able to license their rights to other third parties, including our competitors, and our competitors could market competing products and technology. If one or more of our patents are held to be invalid or unenforceable, if claims of those patents are interpreted narrowly, or if patents fail to issue from our pending applications, our competitiveness and value may also be undermined. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

While we have been issued patents for certain aspects of our technology and have additional patent applications pending, we have not applied for patent protection for all aspects of our technology. We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us, and our competitive position would be materially and adversely harmed.

We may need to defend ourselves against intellectual property infringement claims, which may be time- consuming and could cause us to incur substantial costs or limit our ability to use certain technology.

Companies, organizations or individuals, including our current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, distribute, or sell our battery products, which could make it more difficult for us to operate our business. From time to time, we may receive inquiries from holders of patents or trademarks inquiring whether we are infringing their proprietary rights and/or seek court declarations that they do not infringe upon our intellectual property rights. Companies holding patents or other intellectual property rights relating to batteries, electric motors or electronic power management systems may bring suits alleging infringement by our battery products of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

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cease selling, incorporating or using products that incorporate the challenged intellectual property;

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pay substantial damages;

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obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or

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redesign our batteries.

Permitted purchases of public shares and public warrants by our affiliates:	If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial shareholders, directors, officers or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our initial shareholders, directors, officers or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. There is no limit on the number of shares our initial shareholders, directors, officers or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
	We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Effecting Our Initial Business Combination — Permitted Purchases of Our Securities” for a description of how our initial shareholders, directors, officers or any of their affiliates would select which shareholders to purchase securities from in any private transaction. Our initial shareholders, directors, officers or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
	Additionally, in the event our initial shareholders, directors, officers or their affiliates were to purchase shares or warrants from public shareholders such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:
		·	our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our initial shareholders, directors, officers or their affiliates may purchase shares, rights or warrants from public shareholders outside the redemption process, along with the purpose of such purchases;
		·	if our initial shareholders, directors, officers or their affiliates were to purchase shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process;
		·	our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our initial shareholders, directors, officers or their affiliates would not be voted in favor of approving the business combination transaction;
		·	our initial shareholders, directors, officers or their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and
		·	we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

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We may be subject to additional infringement claims in the future, and even if we believe such claims are without merit, such claims are time-consuming, expensive to litigate or settle and can divert management’s resources and attention. An adverse determination could require that we pay damages, which could be substantial, or that we stop using technologies found to be in violation of a third party’s rights and could prevent us from selling our batteries. In order to avoid these restrictions, we may have to seek a license for the technology. Any such license may not be available on reasonable terms or at all, could require us to pay significant royalties and may significantly increase our operating expenses or otherwise seriously harm our business or results of operations.

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology, our business, financial condition, results of operations and prospects could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s attention.

If we fail to comply with our obligations under license or technology agreements with third parties or are unable to license rights to use technologies on reasonable terms, we may be required to pay damages and could potentially lose license rights that are critical to our business.

We license certain intellectual property, including technologies, data, content and software from third parties, that is important to our business, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual property or technology. These licenses typically limit our use of the licensed intellectual property or technology to specific uses and include other contractual obligations with which we must comply. If we fail to comply with any such obligations, we may be required to pay damages and the licensor may have the right to terminate the license. Termination by the licensor would cause us to lose valuable rights, and could prevent us from selling our products and services, or inhibit our ability to commercialize future products and services. Moreover, our licensors may infringe the intellectual property rights of others or our licensors may not have sufficient rights to the intellectual property to grant us the applicable rights. Although we seek to secure indemnification protection from our vendors to protect us against potential third-party infringement claims in connection with our use of the applicable licensed intellectual property, not all of our vendors agree to provide us with sufficient indemnification protection, and in the instances where we do secure indemnification protection from our vendors, it is possible such vendors may not honor such indemnification obligations. If any of our licenses terminate, if we or the licensors fail to abide by the terms of the license, if the licensed intellectual property rights are found to be invalid or unenforceable or if the licensed technology is alleged to be infringing, our business, financial results and reputation could be harmed.

In the future, we may identify additional third-party intellectual property we may need to license in order to engage in our business. However, such licenses may not be available on acceptable terms or at all. The licensing or acquisition of third-party intellectual property rights is a competitive area, and several more- established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. In addition, companies that perceive us to be a competitor may be unwilling to license rights to us. Even if such licenses are available, we may be required to pay the licensor substantial royalties based on sales of our products and services. Such royalties are a component of the cost of our products or services and may affect the margins on our products and services. In addition, such licenses may be nonexclusive, which could give our competitors access to the same intellectual property licensed to us. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition and results of operations.

We may obtain licenses on technology that has not been commercialized or has been commercialized only to a limited extent, and the success of our business may be adversely affected if such technology does not perform as expected.

From time to time, we may license from third parties, technologies that have not been commercialized or which have been commercialized only to a limited extent. These technologies may not perform as expected within our silicon anode battery cells and related products. If the cost, performance characteristics, manufacturing process or other specifications of these licensed technologies fall short of our targets, our expected sales, costs, time to market, competitive advantage, future product pricing and potential operating margins may be adversely affected.

We may face risks relating to protecting our intellectual property in various countries resulting from our international business operations.

Patent, trademark and trade secret laws vary significantly throughout the world. Filing, prosecuting, and defending patents in all countries throughout the world would be prohibitively expensive, and the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection or licenses, but enforcement is not as strong as that in the United States.

		·	the amount of our securities purchased outside of the redemption offer by our initial shareholders, directors, officers or their affiliates, along with the purchase price;
		·	the purpose of the purchases by our initial shareholders, directors, officers or their affiliates;
		·	the impact, if any, of the purchases by our initial shareholders, directors, officers or their affiliates on the likelihood that the business combination transaction will be approved;
		·	the identities of our security holders who sold to our initial shareholders, directors, officers or their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our initial shareholders, directors, officers or their affiliates; and
		·	the number of our securities for which we have received redemption requests pursuant to our redemption offer.
	Please see “Proposed Business — Permitted Purchases of Our Securities” for a description of how such persons would determine from which shareholders to seek to acquire securities.
	The purpose of any such transaction could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Please see “Risk Factors — If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers or their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.”
Redemption rights for public shareholders upon completion of our initial business combination:	We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their public shares upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then-outstanding public shares, subject to the limitations and on the conditions described herein.
	The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, officers and directors have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination.

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A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States, and efforts to protect against the unauthorized use of our intellectual property rights, technology, and other proprietary rights may be more expensive and difficult outside of the United States. Some courts inside and outside the United States may be less willing or unwilling to protect trade secrets and agreement terms that address non-competition are difficult to enforce in many jurisdictions and might not be enforceable in certain cases. Failure to adequately protect our intellectual property rights could result in our competitors using our intellectual property to offer products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business, financial condition, results of operations and prospects.

General Risks

Governmental trade controls, including export and import controls, sanctions, customs requirements and related regimes, could subject us to liability or loss of contracting privileges, limit our ability to transfer technology or compete in certain markets and affect our ability to hire qualified personnel.

Our technology and products, including components of our products, are subject to export control and import laws and regulations, including those by the U.S. Export Administration Regulations, U.S. Customs regulations, various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control, and similar regulations by the South Korean government. These jurisdictions’ export control laws and regulations and economic sanctions prohibit the shipment of certain products, technologies and services to embargoed or sanctioned countries, governments and persons, as well as to various countries and persons due to national security and foreign policy concerns. In particular, U.S. and South Korean export control laws apply to cells with an energy density greater than 350 Wh/kg and require a license for the export of technology and cells exceeding that threshold to many locations outside of each respective jurisdiction, including China and Singapore. Some of our technology and products are thus presently subject to these license requirements under export controls.

Complying with export control and sanctions regulations for a particular sale may be time-consuming and result in delay or loss of sales opportunities. We have set up an export controls compliance program internally. If we fail to comply with these laws and regulations, we and even some of our employees could be subject to substantial civil and/or criminal penalties, including the possible loss of export or import privileges, fines, which may be imposed on us and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers.

A significant talent pool is comprised of nationals from countries that may require a license from the Bureau of Industry and Security to work with our technology (such as China, Russia, and Japan), which raises the cost of hiring due to the uncertainty that a license may not be granted and the candidate would be unemployable in the role envisioned. In addition, changes in our products or solutions or changes in applicable export or import laws and regulations may create delays or prohibitions in the introduction and sale of our products and solutions in international markets, increase costs due to changes in import and export duties and taxes, prevent our customers from deploying our products and solutions or, in some cases, prevent the export or import of our products and solutions to certain countries, governments or persons altogether. Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of our products and solutions, decreased ability to export or sell our products and solutions to customers, and decreased ability to import components or parts critical to the manufacture of our products. Any decreased use of our technology and products, limitation on our ability to export or sell our technology and products, or limitation on our ability to import materials, components or equipment would likely adversely affect our business, financial condition, results of operations and prospects.

Changes in U.S. and foreign government policy, including the imposition of or increases in tariffs and changes to existing trade agreements, could have a material adverse effect on global economic conditions and our business, financial condition, results of operations and prospects.

As a result of changes to U.S. and foreign government policy, there may be changes to existing trade agreements, greater restrictions on free trade generally, the imposition of or significant increases in tariffs or other trade restrictions on goods imported into the United States, particularly those manufactured in China, or minerals imported into the United States, and adverse responses by foreign governments to U.S. trade policies, among other possible changes. China is currently a leading global source of supplies for use in the battery industry, including some products that we use. As the implementation of tariffs is ongoing, more tariffs may be added in the future. These tariffs could have an adverse impact on our business, results of operations, prospects and financial condition, and if we are unable to pass through such price increases to our customers, it would likely increase our cost of sales and, as a result, decrease our gross margins, operating income and net income. For example, in February 2025, the United States imposed additional tariffs on imports from China and significantly increased those tariffs in April 2025, and announced plans for “reciprocal”

Manner of conducting redemptions:	We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
	The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above is contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company.
	If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will:
		·	conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
		·	file proxy materials with the SEC.

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tariffs on several countries (including China) in late July 2025. As of the date of this prospectus, discussions remain ongoing in respect of certain trade restrictions and tariffs on imports from numerous countries, including China, as well as retaliatory tariffs enacted in response to such actions. In light of these events, there continues to exist significant uncertainty about the future relationship between the United States and other countries with respect to such trade policies, treaties, and tariffs, and we can make no assurance regarding the eventual impact on our results of operations and business. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers, customers or collaboration partners and, in turn, have a material adverse effect on the business and financial condition of such suppliers, customers, collaboration partners or other counterparties we do business with, which in turn would negatively impact us.

We are subject to U.S. and foreign anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations. We can face criminal liability and other serious consequences for violations, which can harm our business.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and other anti-corruption laws and regulations in countries in which we conduct activities. Anti-corruption laws prohibit us and our officers, directors, employees, contractors and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing, directly or indirectly, anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. These laws also require companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. These laws also prohibit non-governmental “commercial” bribery and soliciting or accepting bribes. A violation of any of these laws or regulations could result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences and adversely affect our business, financial condition, results of operations and reputation. Our policies and procedures designed to ensure compliance with these laws and regulations may not be sufficient and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

As we increase our international cross-border business and expand our operations abroad, we may continue to engage with business partners, suppliers and third-party intermediaries to market our services and to obtain necessary permits, licenses and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities. There can be no assurance that our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we increase our international business, our risks under these laws may increase.

Detecting, investigating and resolving actual or alleged violations of anti-corruption, anti-bribery, anti- money laundering or financial and economic sanctions laws can require a significant diversion of time, resources and attention from management. Non-compliance with these laws could subject us to whistleblower complaints, adverse media coverage, investigations, subpoenas received, enforcement actions, prosecution and severe fines, damages and administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, financial condition, results of operations and reputation. In addition, changes in these laws in the future could adversely impact our business and investments in our securities.

Our insurance coverage may not be adequate to protect us from all business risks.

We may be subject, in the ordinary course of business, to losses resulting from product liability, recalls, cyber-attacks, accidents, acts of God, and other claims against us, for which we may have no or inadequate insurance coverage. As a general matter, the policies that we do have may include significant deductibles or self- insured retentions, and we cannot be certain that our insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which could adversely affect our financial condition and results of operations.

If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such meeting will be present if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our initial shareholders will count toward this quorum and, pursuant to the letter agreements, our initial shareholders, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders’ founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the underwriters’ over-allotment option is not exercised and the parties to the letter agreements do not acquire any public shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In addition, prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination.
Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or vote against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
	·	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
	·	file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

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From time to time, we may be involved in legal proceedings and commercial or contractual disputes, which could have an adverse impact on our financial condition and results of operations.

We may be involved in legal proceedings and commercial or contractual disputes that, from time to time, are significant. These are typically claims that arise in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other disputes with potential customers, suppliers, and collaboration partners, intellectual property matters, personal injury claims, environmental issues, tax matters and employment matters. See “Information about Factorial Energy - Legal Proceedings.”

Furthermore, Factorial Energy became a public company through the consummation of the Business Combination. Newly public companies following the completion of business combinations with special purpose acquisition companies have been subject to increased regulatory oversight and scrutiny, including from the SEC. Any governmental or regulatory investigation or inquiry related to the Business Combination or otherwise could have a material adverse effect on our business and negatively affect our reputation.

It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material. Such claims may also negatively affect our reputation.

We believe that our technology enables a variety of business models, including but not limited to sole manufacturing, joint ventures, and licensing, each of which may involve certain risks and tradeoffs.

We believe that our technology enables a variety of business models and presents opportunities with a variety of potential customers, such as OEMs, cell makers, end-users, and licensees, as applicable. We may operate our own manufacturing facilities, enter into joint venture arrangements, or license technology to other manufacturers, among other approaches, each with potential risks and tradeoffs.

Operating wholly-owned manufacturing facilities would allow us full control over production and quality, helping us protect proprietary processes and maintain consistency. However, this approach would require significant capital investment in infrastructure, equipment, and workforce, leading to increased operational expenses and financial exposure, and the capital required for such investment may not be available on attractive terms, if at all. Managing manufacturing operations also exposes us to risks such as supply chain disruptions, production delays, cost overruns, equipment failures, and scaling challenges, which may hinder our ability to meet demand or maintain competitive pricing. Without third-party manufacturers to rely on, any inefficiency or failure in our facilities could have a materially adverse effect on our business, profitability, and reputation.

In a joint venture arrangement, we would collaborate with third parties to commercialize and manufacture our battery technology, sharing both risks and resources. This could provide access to additional capital, markets, and expertise, but also introduces risks related to control and management. Disagreements with partners over operational decisions, strategy, or investments could disrupt our business plans, while our reliance on their performance could pose additional risks. If a joint venture partner fails to fulfill their obligations or experiences financial or operational issues, it could lead to inefficiencies, delays, or disruptions that harm our business and reputation.

Under a licensing model, we can leverage our battery technology by licensing it to third parties for commercialization and manufacturing. This approach could reduce capital requirements by limiting investments in infrastructure and operations and potentially enable faster market penetration. However, licensing could lead to lower revenue, reduced control over production, and distribution challenges. Licensing agreements may also pose risks of third-party noncompliance, inconsistent execution, quality issues, or competitive disadvantages. Additionally, relying on third-party licensees could result in missed market opportunities or reputational damage due to negative association with certain third parties, which could adversely affect our profitability and growth.

Aside from the business models described above, if we pursue other types of arrangements or business models, we potentially face other risks and tradeoffs that could have a materially adverse effect on our business, profitability, and reputation.

		We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost.
		If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.
		Our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote:		Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our initial shareholders or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.

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Changes in U.S. and foreign tax laws could have a material adverse effect on our business, financial condition or results of operations.

We (as well as certain of our subsidiaries) are subject to federal, state and local taxes in the United States and are also subject to tax in certain foreign jurisdictions. Changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. federal income tax laws, such as the IRA, and others that may be enacted in the future (the uncertainty of all of which is heightened by recent changes in governmental administration in the United States), could impact the tax treatment of our foreign earnings. Due to our international business activities, any changes in the taxation of such activities may increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

Significant judgment is required in evaluating our tax positions and our worldwide provision for taxes. During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination is uncertain. In addition, our tax obligations and effective tax rates could be adversely affected by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations, including those relating to income tax nexus, if our earnings are lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions that have higher statutory rates, by changes in foreign currency exchange rates, or by changes in the valuation of its deferred tax assets and liabilities. We may be audited in various jurisdictions, and such jurisdictions may assess additional taxes against us. Although we believe our tax estimates are reasonable, the final determination of any tax audits or litigation could be materially different from our historical tax provisions and accruals, which could have a material adverse effect on our results of operations or cash flows in the period or periods for which a determination is made.

Additionally, changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under future tax reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one- time charges in the current or future taxable years, and could increase our future tax expense, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

We are exposed to risks related to the use of artificial intelligence by us, our suppliers, partners and competitors.

We are increasingly incorporating artificial intelligence capabilities into our business operations. Artificial intelligence technology is complex and rapidly evolving and presents risks and challenges that may impact our business, including subjecting us to significant competitive, legal, regulatory, operational and other risks. There is no guarantee that use of artificial intelligence will enhance our technologies, benefit our business operations, or produce products and services that are preferred by our partners and customers. Additionally, artificial intelligence algorithms or training methodologies may be flawed, and datasets may contain irrelevant, insufficient, biased or proprietary information, including the intellectual property of others, which can result in output errors and inadvertent infringement, misappropriation or other violations of others’ intellectual property rights, and may give rise to legal liability and materially harm our business. Our competitors may also be more successful in their artificial intelligence strategy and develop competitive products with the aid of artificial intelligence technology. As a result, any issues arising from the development and use of artificial intelligence by us or our suppliers, partners or competitors, combined with an evolving and uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.

We are subject to foreign currency risks.

We operate internationally and are exposed to risks associated with fluctuations in foreign exchange rates, particularly with regards to the South Korean Won (KRW). As the U.S. Dollar (USD) serves as our functional currency, fluctuations in the KRW exchange rate relative to the USD could significantly impact our financial results. This risk arises primarily from the operations and cash flows generated by our South Korean subsidiary, where we operate a significant production and research and development facility. Any adverse movements in exchange rates between the KRW and USD could negatively affect our expenses, and future profitability, as well as lead to potential volatility in our reported financial results. Additionally, sustained changes in exchange rates could impact the value of our assets and liabilities denominated in KRW, further increasing our financial exposure to currency risk. As of December 31, 2025, we have not entered into any hedging transactions in an effort to reduce exposure to foreign exchange risk.

Release of funds in trust account on closing of our initial business combination:		On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
Redemption of public shares and distribution and liquidation if no initial business combination:		Our amended and restated memorandum and articles of association provide that we will have only the completion window to complete our initial business combination. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.
		Our initial shareholders, officers and directors have entered into letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the trust account. However, if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window.

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Evolving scrutiny and changing expectations from global regulators and our stakeholders regarding our environmental, social and governance (ESG) practices and value proposition could adversely affect our business, brand and reputation.

There is evolving focus, including from global regulators and stakeholders such as our investors, customers and partners, on ESG matters, including climate change, environmental stewardship, diversity and inclusion, and sustainability strategy. In particular, increasing public awareness and concern over climate change may result in new or increased legal and regulatory requirements to reduce or mitigate the effects of climate change on the environment. Increased costs of energy or compliance with emissions standards due to increased legal or regulatory requirements may cause disruptions in, or increased costs associated with, our development and manufacturing operations. It is also possible that requirements or guidance in one jurisdiction, such as the United States, may contradict or diverge from requirements or guidance in other jurisdictions, such as the European Union. Agreements with customers and partners may include obligations related to sustainability targets. There can be no certainty that we will manage such matters successfully, or that we will successfully meet the (at times contradictory) expectations of stakeholders as to our proper role with respect to ESG matters. Any failure or perceived failure to timely manage, respond, or meet ESG related contractual, legal or regulatory requirements, expectations or targets, including with respect to reducing our or our partners’ impact on the environment, or addressing climate change related impacts or other sustainability concerns, could subject us to significant costs and liabilities and adversely affect our business and reputation.

We may be negatively impacted by epidemics, pandemics, and other outbreaks.

We face various risks related to epidemics, pandemics, and other outbreaks. For example, the COVID-19 pandemic resulted in changes in consumer and business behavior, a severe market downturn, and restrictions on business and individual activities, as well as in significant volatility in the global economy and reduced economic activity. The spread of COVID-19 also impacted our potential customers, our suppliers and collaboration partners by disrupting the manufacturing, delivery and overall supply chain of battery, EV and equipment manufacturers and suppliers and led to a global decrease in battery and EV sales in markets around the world. In response to the pandemic, government authorities implemented numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns, which affected our operations and the operations of our suppliers, vendors and business partners.

In the event of a further epidemic, pandemic or other outbreak, we may face similar adverse effects as experienced during the COVID-19 pandemic. For example, we may be required to take a variety of measures as may be required by government authorities or that we determine are in the best interests of our employees, suppliers, vendors and business partners, and any such measures may adversely affect our future manufacturing plans, supply chain, sales and marketing activities, business and results of operations.

The extent to which any such epidemic, pandemic or other outbreak would impact our business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including the duration and spread of any such epidemic, pandemic or other outbreak, the actions to contain the outbreak or treat its impact, including the development, distribution and administration of effective vaccines, a waning immunity among persons already vaccinated, an increase in fatigue or skepticism with respect to initial or booster vaccinations, the severity of breakthrough cases and variants, including potentially vaccine-resistant variants, and how quickly and to what extent normal economic and operating activities can resume. Even after any such epidemic, pandemic or other outbreak has subsided, we may continue to experience an adverse impact to our business as a result of the global economic impact, including any recession that has occurred or may occur in the future, or due to changes in consumer behavior, for example an increase in remote work leading to a decrease in demand for automobiles.

Our facilities or operations could be damaged or adversely affected by natural disasters and other catastrophic events outside of our control.

Our facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars, epidemics, pandemics, and other calamities. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services.

	The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the trust account in the event we do not complete our initial business combination within the completion window and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
	Our initial shareholders, officers and directors have agreed, pursuant to letter agreements, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then-outstanding public shares. For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment.
Limited payments to insiders:	We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our initial shareholders, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:
		·	Repayment of up to an aggregate of $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
		·	reimbursement for office space, utilities and secretarial and administrative support made available to us by our sponsor, in an amount equal to $10,000 per month;
		·	Payment of consulting, success or finder fees to our initial shareholders, officers or directors, or our or their affiliates, in connection with the consummation of our initial business combination;
		·	We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;

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Any economic, financial or banking crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially and adversely affect our business, financial condition and results of operations.

In recent years, the United States and global economies suffered dramatic downturns as a result of the COVID-19 pandemic, a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, ratings downgrades of certain investments and declining valuations of others, and volatility in the capital and credit markets and uncertainty with respect to the health of the U.S. banking system. The U.S. and certain foreign governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets. If in future crises governments refuse to take such actions or if the actions taken by these governments are not successful, and/or if the uncertainty in the macroeconomic environment, including elevated inflation concerns, elevated interest rates, tighter credit, currency fluctuations, changes in tariffs and trade restrictions, or concerns or speculation about similar banking disruption events or risks, continues, the resulting adverse economic conditions could lead to market-wide liquidity problems and other disruptions, which may negatively impact the demand for our solid-state battery cells and may negatively impact our liquidity and ability to raise capital, if needed, on a timely basis and on acceptable terms or at all.

Inflation and increased interest rates may adversely affect our financial condition and results of operations.

Our operations could be adversely impacted by inflation, primarily due to higher material, labor, and construction costs. To date, we do not believe that inflation has had a material impact on our results of operations, capital resources or liquidity; however, we have experienced increases in prices of materials, components and labor costs. Our future mitigation strategies may include considering alternative vendors, vertically integrating certain aspects of our supply chain and redesigning our product or production process. It is difficult to determine what impact inflationary pressures will have on our long-term growth strategies, as there is uncertainty regarding how long higher levels of inflation may persist, and to what level these increased costs will affect commercialization of our product. If we are not able to fully offset higher costs through price increases or other corrective measures, this may adversely affect our business, financial condition and results of operations.

Our business may be adversely affected by any disruptions caused by union activities and/or works council obligations.

It is not uncommon for employees of certain trades at companies such as ours to belong to a union, which can result in higher employee costs and increased risk of work stoppages. Moreover, regulations in some jurisdictions outside of the U.S. mandate employee participation in industrial collective bargaining agreements, work councils, and/or other employee representative bodies with certain consultation rights with respect to company operations. In South Korea, for example, mandatory labor management councils and employee consultation requirements could limit our flexibility and increase administrative obligations.

Although we work diligently to provide the best possible work environment for our employees, they may still decide to join or seek recognition to form a labor union, or we may be required to become a union signatory. From time to time, labor unions may engage in campaigns to organize certain of our operations, as part of which such unions may file unfair labor practice charges against us with the National Labor Relations Board and/or other governmental agencies. Any unfavorable outcome of such proceedings may have a negative impact on the perception of our treatment of our employees. Furthermore, any successful union organization efforts may decrease our operational flexibility and disrupt our normal operations, which could adversely affect our business. Additionally, we may from time to time directly or indirectly depend upon companies with unionized work forces, and any work stoppages or strikes organized by such unions could delay the manufacture and sale of our products and/or harm our business and operating results.

Our ability to manage our business is highly dependent on IT systems and our website, systems, and data may be subject to intentional or inadvertent disruption, security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling could adversely impact our reputation and future sales.

We are highly dependent upon a variety of information systems to operate our business. The information systems (including internal and external systems such as our website or systems used by partners, service providers, suppliers, customers, and other third parties) supporting our research, development, and the manufacturing of our batteries, and the data we maintain, including our intellectual property and other confidential or proprietary information, may be subject to intentional or inadvertent disruption, such as telecommunications or network failures, security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling. Any such matters, or perceptions that any of them have occurred, could result in private claims, demands and litigation, regulatory investigations and other proceedings, as well as fines and other liabilities, which could adversely impact our reputation and future sales. We expect to face significant challenges with respect to information security and maintaining the security and integrity of our systems and other systems used in our business, as well as with respect to the data stored on or processed by these systems. Advances in technology, including increased adoption of artificial intelligence technology by us and third-party service providers,

		·	Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
		·	Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
Audit committee:	We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by the rules of Nasdaq and Rule 10A of the Exchange Act. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our initial shareholders, officers or directors, or our or their affiliates, and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management — Committees of the Board of Directors — Audit Committee.”
Conflicts of Interest:	As more fully discussed in “Management — Conflicts of Interest,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities, including CGC II, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, including CGC II, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.
	In addition, our sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination, including with respect to CGC II. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination.

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suppliers, customers, and other third-party partners, an increased level of sophistication and expertise of hackers, new discoveries in the field of cryptography or other technological developments can result in actual or perceived compromise or breach of, or other security incident with respect to, the systems used in our business or of security measures used in our business to protect intellectual property, confidential information, personal information, and other data. Additionally, remote working further increases the security threats that we and our third-party service providers, suppliers, partners and customers face.

The availability and effectiveness of our batteries, and our ability to conduct our business and operations, depend on the continued operation of information technology and communications systems, some of which we have yet to develop or otherwise obtain the ability to use. We must routinely update our IT infrastructure and our various IT systems throughout the organization, or we may not continue to meet our current and future business needs. Systems used in our business by us and our third-party service providers, suppliers, customers, and partners, including data centers and other information technology systems, may also be vulnerable to damage or interruption. Such systems could also be subject to physical or electronic break-ins, corporate sabotage or state-sponsored espionage, and intentional acts of vandalism, infection by ransomware, viruses, or other malware, as well as disruptions and security incidents as a result of non- technical issues, including intentional or inadvertent acts or omissions by employees, service providers, suppliers, customers, partners or others, to among other things, properly implement our software and related security patches and updates. We use service providers to help provide certain services, and any such service providers face similar security and system disruption risks as us. Some of the systems used in our business are not and will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to any data centers or other systems used in our business by us and our third-party service providers, suppliers, partners, and customers could result in lengthy interruptions in our service and may adversely affect our business, prospects, financial condition and results of operations.

Significant capital and other resources may be required in efforts to enhance our current IT systems, implement new IT systems, protect against information security breaches, security incidents, and system disruptions, or to alleviate problems caused by actual or suspected information security breaches and other data security incidents and system disruptions. The resources required may increase over time as the methods used by hackers and others engaged in online criminal activities and otherwise seeking to obtain unauthorized access to systems or data, and to disrupt systems, are increasingly sophisticated and constantly evolving. In addition, the risk of cyberattacks may be heightened due to the war in Ukraine. Such cyberattacks could disrupt the economy more generally and could also impact our operations either directly or indirectly.

Security breaches and/or incidents can also remain undetected for an extended period, including situations in which hackers mine data over time or optimize the timing and potency of their cyberattacks or disruptions. Any failure or perceived failure by us or our service providers, suppliers, customers, and partners, to prevent information security breaches or other security incidents or system disruptions, or to comply with privacy policies or any actual or asserted legal obligations relating to privacy or information security, or any compromise of security that results in or is perceived or reported to result in unauthorized access to, or loss, theft, alteration, release, transfer, unavailability, or other processing of, our information, or any personal information or other customer data or confidential information, that we or our service providers, suppliers, customers, and partners, maintain or otherwise process, could cause our potential customers to lose trust in us, result in loss or theft of proprietary or sensitive data and intellectual property, could harm our reputation and competitive position and could expose us to legal claims, demands, and litigation, regulatory investigations and proceedings, and fines, penalties, and other liability. Any such actual or perceived security breach, security incident or disruption could also divert the efforts of our technical and management personnel and could require us to incur significant costs and operational consequences in connection with investigating, remediating, eliminating and putting in place additional equipment and devices designed to prevent actual or perceived security breaches and other incidents and system disruptions.

Additionally, our handling of data relating to individuals is subject to a variety of laws and regulations relating to privacy, data protection, and data security, and may become subject to additional obligations, including contractual obligations, relating to our maintenance and other processing of this data. Laws, regulations, and other actual and potential obligations relating to privacy, data protection, and data security are evolving rapidly, and we expect to potentially be subject to new laws and regulations, or new interpretations of laws and regulations, in the future in various jurisdictions. These laws, regulations, and other obligations, and changes in their interpretation, could require us to modify our operations and practices, restrict our activities, and increase our costs, and it is possible that these laws, regulations, and other obligations may be inconsistent with one another or be interpreted or asserted to be inconsistent with our business or practices. Any failure or perceived failure to comply with any applicable laws, regulations, or other obligations relating to privacy, data protection, or data security could also result in regulatory investigations and proceedings, and misuse of or failure to secure data relating to individuals could also result in claims and proceedings against us by governmental entities or others, penalties and other liability, and damage to our reputation and credibility, and could have a negative impact on potential future revenues and profits.

~~While~~Table we expect that CGC II will have priority over us with respect to acquisition opportunities, we do not believe that any potential conflicts would materially affect our ability to identify a suitable target and to consummate our initial business combination. Our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we believe there are multiple potential opportunities within the industries and geographies of our primary focus. Additionally, in October 2024, CGC II announced that it has entered into a non-binding letter of intent with a potential target with respect to its initial business combination. However, there is no guarantee that CGC II will be able to enter into a definitive business combination agreement with such potential target or, if such agreement is entered into, that it will ultimately be able to consummate a business combination with such potential target. Our initial shareholders and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination, including the fact that they may lose their entire investment in us if our initial business combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account. Upon the closing of this offering, our initial shareholders will have invested in us an aggregate of $4,025,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.004 per share) and the $4,000,000 purchase price for the private placement warrants (or $1.00 per warrant, and excluding private placement warrants to be acquired by Cantor), which may be exercised on a cashless basis. Accordingly, our management team or our initial shareholders may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our initial shareholders had paid the same per share price for the founder shares as our public shareholders paid for their public shares in this offering or if the private placement warrants could not be exercised on a cashless basis, as our initial shareholders and members of our management team would likely not receive any financial benefit unless we consummated such business combination. These interests of our initial shareholders, officers and directors may affect the consideration paid, terms, conditions and timing relating to a business combination in a way that conflicts with the interests of our public shareholders. Additionally, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. For example, if two targets are being evaluated by our management team, and one is more stable and has a better risk or stability profile for our public shareholders, but may take a longer time to diligence and go through the business combination process, while the other has a less favorable risk or stability profile for our public shareholders, but would be easier, quicker and more certain to guide through the business combination process, our management team may decide to choose what they believe to be the quicker and more certain path despite its less favorable risk or stability profile for our public shareholders, as our management team would likely not receive any financial benefit unless we consummated a business combination. Additionally, if members of our management team form other SPACs similar to ours or pursue other business or investment ventures during the period in which we are seeking an initial business combination, such as with respect to CGC II, the consideration paid, terms, conditions and timing relating to the business combinations of such other SPACs or ventures, and the level of attention paid to by members of our management team to them versus the level of attention paid to us may conflict in a way that is unfavorable to us. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest, which could negatively impact the timing for a business combination.Contents

In addition, if any issues concerning the IT systems result in, or contribute to, a delay in our timely reporting of our results of operations for any period or our not filing one or more periodic reports with the SEC on time, the price of our Series A Common Stock could decline substantially, and we could face costly lawsuits, including securities class actions, and also could impair our ability to raise necessary capital to run our operations and progress our product development efforts. Further, as we are dependent upon our ability to gather and promptly transmit accurate information to key decision makers, our business, results of operations and financial condition may be adversely affected if our information systems do not allow us to transmit accurate information, even for a short period of time. Failure to properly or adequately address these issues could negatively impact our ability to perform necessary business operations, which could adversely affect our reputation, competitive position, business, results of operations and financial condition. While our enterprise resource planning (“ERP”) system is designed to accurately maintain our books and records and provide important information to our management team for use in the operation of the business, if the ERP system or any other implemented system does not operate as intended, it could adversely affect our financial reporting systems and our ability to produce financial reports and process transactions.

Risks Related to Operating as a Public Company

There may not be an active trading market for Factorial Energy Common Stock, which may make it difficult to sell shares of Factorial Energy Common Stock.

An active trading market for Factorial Energy Common Stock may not develop or be sustained. If an active trading market for Factorial Energy Common Stock does not develop or is not sustained, you may not be able to sell your shares at an attractive price or at all. Furthermore, an inactive market may also impair Factorial Energy’s ability to raise capital by selling shares of Factorial Energy Common Stock in the future, and may impair Factorial Energy’s ability to enter into strategic collaborations or acquire companies or products by using shares of Factorial Energy’s common stock as consideration.

The sale or issuance of Factorial Energy’s securities in the public market, or the perception that such sales or issuances could occur, including through the conversion of the Series B Common Stock into Series A Common Stock or any additional issuances of the Series B Common Stock, could harm the prevailing market price of Factorial Energy’s securities and cause dilution to Factorial Energy’s stockholders. These sales, issuances or conversions, or the possibility that these sales, issuances or conversions may occur, also might make it more difficult for Factorial Energy to sell equity securities in the future at a time and at a price that Factorial Energy deems appropriate. Pursuant to the Factorial Energy Bylaws, the Sponsor and certain Factorial Energy stockholders are prohibited from transferring (except for certain permitted transfers) Lock-Up Shares held by such holder (including any shares of Series A Common Stock issued upon conversion of Series B Common Stock) beginning on the Closing Date and ending (i) with respect to 25% of the Lock-Up Shares, on the date 180 days after the Closing Date, (ii) with respect to 25% of the Lock-Up Shares, on the date 270 days after the Closing Date and (iii) with respect to 50% of the Lock-Up Shares, on the first anniversary of the Closing Date; provided, however, that early release of the Lock-Up Shares is permitted upon achievement of specified share price thresholds, as measured by the 20-day volume-weighted average price (“VWAP”). One-third of the remaining Lock-Up Shares will be released if the VWAP reaches $12.00 per share, an additional one-third will be released if the VWAP reaches $14.00 per share and the final one-third will be released upon the VWAP reaching $16.00 per share. An aggregate of approximately 121,936,243 Lock-Up Shares are subject to such transfer restrictions and approximately 274,500 shares issued to the Factorial Energy stockholders are not subject to such transfer restrictions, representing approximately 92% and 0.2%, respectively, of the total issued and outstanding shares of Series A Common Stock following the Business Combination (and shares issuable upon exercise of Options and RSUs), assuming the Maximum Redemptions Scenario, and that an aggregate of approximately $100 million of PIPE Investments were funded at the Closing (inclusive of the proceeds from the trust account resulting from NRA Shares acquired by PIPE Investors to satisfy their obligations under the applicable Investor Stock Purchase Agreement). The sale of the Lock-Up Shares upon release, or the possibility that these sales may occur, could have an adverse effect on the market price of the Series A Common Stock.

Shares of Factorial Energy Common Stock reserved for future issuance under its equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. The compensation committee of the Factorial Energy Board may determine the exact number of shares to be reserved for future issuance under Factorial Energy’s equity incentive plans at its discretion. Factorial Energy has filed, and expects to continue to file, registration statements on Form S-8 under the Securities Act to register shares of common stock or securities convertible into or exchangeable for shares of common stock issued pursuant to its equity incentive plans. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

InTable ~~addition to the above, our officers and directors are not required to commit any specified amount~~ of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See “Risk Factors — Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.” Additionally, our initial shareholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Further, our initial shareholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares held by them if we are unable to complete our initial business combination within the completion window. If we do not complete our initial business combination within the completion window, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants may expire worthless. With certain limited exceptions, the founder shares purchased by our initial shareholders for an aggregate of $25,000 will not be transferable, assignable or salable by our initial shareholders or their permitted transferees until one year after the completion of our initial business combination. With certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants will not be transferable, assignable or salable by the initial purchasers or their permitted transferees until 30 days after the completion of our initial business combination. Because our initial shareholders, officers and directors may directly or indirectly own ordinary shares and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination within the completion window. In the event our sponsor or an affiliate of our sponsor or certain of our officers and directors provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. Similarly, if we agree to pay our initial shareholders, officers or directors, or our or their affiliates, a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.Contents

In the future, Factorial Energy may also issue its securities in connection with investments or acquisitions. The number of shares of Factorial Energy’s common stock issued in connection with an investment or acquisition could constitute a material portion of Factorial Energy’s then-outstanding shares of common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to Factorial Energy’s stockholders.

The market price of Factorial Energy Common Stock may be volatile, and investors could lose all or part of their investment.

The trading price of Factorial Energy Common Stock has been, and is likely to continue to be, highly volatile and subject to wide fluctuations in response to various factors, many of which Factorial Energy cannot control. The stock market in general, and emerging technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies.

Broad market and industry factors may negatively affect the market price of Factorial Energy’s common stock, regardless of its actual operating performance. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this prospectus, these factors include, without limitation:

●

the success of competitive products or announcements by potential competitors of their product development efforts;

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regulatory actions with respect to Factorial Energy’s products or Factorial Energy’s competitors’ products or product candidates;

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actual or anticipated changes in Factorial Energy’s growth rate relative to its competitors;

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regulatory or legal developments in the United States and other countries;

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developments or disputes concerning Factorial Energy’s patent applications, issued patents, or other proprietary rights;

●

the recruitment or departure of key personnel;

●

announcements by Factorial Energy or its competitors of significant acquisitions, strategic collaborations, joint ventures, collaborations or capital commitments;

●

actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

●

fluctuations in the valuation of companies perceived by investors to be comparable to Factorial Energy;

●

market conditions in the EV or battery sectors;

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share price and volume fluctuations attributable to inconsistent trading volume levels of Factorial Energy Common Stock;

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announcement or expectation of additional financing efforts;

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sales of Series A Common Stock and Series B Common Stock by Factorial Energy, its insiders or its other stockholders;

●

expiration of market stand-off or lock-up agreements;

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the impact of any public health emergencies, natural disasters, or geopolitical events, including civil or political unrest or military conflicts; and

●

general economic, political, industry and market conditions.

The realization of any of the above risks or any of a broad range of other risks, including those described in this “Risk Factors” section, could have a dramatic and adverse impact on the market price of Factorial Energy Common Stock.

WeTable ~~are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial shareholders, officers or directors, or any~~ of their respective affiliates, or completing the business combination through a joint venture or other form of shared ownership with our initial shareholders, officers or directors, or any of their respective affiliates; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our initial shareholders (including their respective members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Indemnity by our sponsor in the event of liquidation without a business combination Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the company’s independent registered public accounting firm), reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar tax that may be due or payable), provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.Contents

Factorial Energy’s management has limited experience in operating a public company.

Some of Factorial Energy’s executive officers have limited experience in the management of a publicly traded company. As a public company, Factorial Energy is subject to significant regulatory oversight and reporting obligations under federal securities laws, and certain executives’ limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of Factorial Energy. Additionally, Factorial Energy may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States.

Factorial Energy incurs significant expenses and administrative burdens as a public company, which could have an adverse effect on Factorial Energy’s business, financial condition, and results of operations.

As a public company, Factorial Energy incurs significant legal, accounting and other expenses. Factorial Energy is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Protection Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including those related to climate change and other environmental, social and governance focused disclosures, are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. Factorial Energy has hired, and continues to hire, additional accounting, finance, and other personnel in connection with being a public company. Factorial Energy’s management and other personnel devote a substantial amount of time to these compliance initiatives and Factorial Energy cannot accurately predict or estimate the amount or timing of additional costs it may incur to respond to these requirements.

In addition, as a public company, Factorial Energy is required to incur additional costs and obligations in order to comply with SEC rules that implement Section 404 of the Sarbanes-Oxley Act. Under these rules, Factorial Energy is required to maintain effective disclosure and financial controls and to make a formal assessment of the effectiveness of its internal control over financial reporting.

Legacy Factorial is required to develop and maintain proper and effective internal control over financial reporting.

As a private company, Legacy Factorial was not required to perform an evaluation of internal control over financial reporting as of December 31, 2025 in accordance with the provisions of the Sarbanes-Oxley Act of 2002. Nevertheless, Legacy Factorial identified a material weakness, as described above. This material weakness remains with Factorial Energy. Had such an evaluation been performed, control deficiencies may have been identified by Factorial Energy’s management, and those control deficiencies could have represented one or more additional material weaknesses. See “- Risks Related to Factorial Energy - Risks Related to Our Limited Operating History - We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate this material weakness or otherwise fail to maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our stock price and access to the capital markets.”

As of the date of this prospectus, management began remediation actions in 2026 and expects to complete the remediation actions with respect to the identified material weakness during 2027 and to incur approximately $0.8 million in associated costs. However, the remediation process is ongoing, and we cannot assure that it will be completed within this timeframe or that additional remediation costs will not be incurred. In addition, in connection with its transition to operating as a public company, Factorial Energy has taken, and intends to continue to take, certain steps, such as recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement its internal resources, and to enhance its internal control environment. Factorial Energy cannot assure you that the measures it takes will be sufficient to prevent or avoid potential future material weaknesses.

If Factorial Energy is not able to maintain effective internal control over financial reporting and disclosure controls and procedures, or if material weaknesses are discovered in future periods, it may be unable to accurately and timely report its financial position, results of operations, cash flows or key operating metrics, which could result in late filings of annual or quarterly reports under the Exchange Act, restatements of financial statements or other corrective disclosures, an inability to access equity or debt capital or commercial lending markets, or other material adverse effects on its business, reputation, results of operations, financial condition or liquidity. Factorial Energy’s investors could lose confidence in Factorial Energy’s reported financial information, the market price of Factorial Energy Common Stock could decline, and Factorial Energy could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

~~Summary Financial~~Table ~~Data~~of Contents

~~The~~Factorial ~~following~~Energy ~~table~~is ~~summarizes~~controlled ~~the~~or ~~relevant~~substantially ~~financial data~~influenced ~~for~~by ~~our~~the ~~business~~Legacy ~~and~~Factorial ~~should be read with our financial statements~~Founders, ~~which~~whose ~~are~~interests ~~included~~may inconflict ~~this~~with ~~prospectus.~~other ~~We have not had any significant operations to date, so only balance sheet data is presented~~stockholders.

	December 31, 2024
	Actual			As Adjusted
	(Audited)
Balance Sheet Data:
Working (deficiency) capital(1)	$	(281,296	)	$	936,380
Total assets(2)	$	266,878		$	201,232,380
Total liabilities(3)	$	284,498		$	9,296,000
Value of Class A ordinary shares subject to possible redemption(4)	$	—		$	200,000,000
Shareholders’ deficit(5)	$	(17,620	)	$	(8,063,620	)

Upon the completion of the Business Combination, the Legacy Factorial Founders owned, collectively, approximately 19.1% of the outstanding Factorial Energy Common Stock. Additionally, as the Legacy Factorial Founders own shares of Series B Common Stock, representing ten votes per share, the Legacy Factorial Founders have, collectively, approximately 62.9% of the total voting power of the outstanding Factorial Energy Common Stock. As a result of this dual-class structure, the Legacy Factorial Founders control Factorial Energy. As long as the Legacy Factorial Founders continue to hold at least 62.7% of the Series B Common Stock, the Legacy Factorial Founders will hold a majority of the total voting power of Factorial Energy Common Stock and, accordingly, may be deemed to control Factorial Energy. Although Factorial Energy does not intend to avail itself of any exemptions for a “controlled company” under Nasdaq rules, for so long as the Legacy Factorial Founders hold a majority of the voting power of the Factorial Energy Common Stock, Factorial Energy qualifies as a “controlled company.” As a “controlled company” under the corporate governance requirements of Nasdaq, Factorial Energy is eligible for exemptions from certain corporate governance requirements, including the requirement that a majority of its board of directors be composed of “independent directors” under Nasdaq rules and that its compensation committee consist entirely of independent directors.

~~(1)~~ The ~~“as~~Legacy ~~adjusted”~~Factorial ~~calculation~~Founders ~~includes~~may $1have interests different than yours and may make decisions,~~250~~ including with respect to business combinations,~~000~~ financings, issuances of ~~cash~~additional ~~held~~equity, ~~outside~~restructurings ~~the~~or ~~trust~~other ~~account~~transactions, ~~plus~~that ~~$17~~conflict with your interests. Additionally,~~620~~ ofthe ~~actual~~Legacy ~~shareholders~~Factorial Founders’ ~~deficit~~concentrated oncontrol ~~December~~could 31have the effect of delaying, ~~2024~~preventing or deterring a change in control of Factorial Energy, ~~less~~could ~~$296~~deprive you of an opportunity to receive a premium for your shares as part of a sale of Factorial Energy and could ultimately affect the market price of Factorial Energy’s securities. For example,~~000~~ because the Legacy Factorial Founders may have purchased their shares at prices substantially below the price at which shares are being sold in this transaction and have held their shares for a longer period, they may be more interested in selling Factorial Energy to an acquirer than other investors or they may want Factorial Energy to pursue strategies that deviate from the interests of ~~over-allotment~~other ~~liability~~stockholders. This disproportionate voting control is expected to persist for the foreseeable future. So long as the Legacy Factorial Founders continue to hold Series B Common Stock, you will have limited ability to influence corporate matters and could be outvoted on any matter submitted to a vote of stockholders.

~~(2)~~Factorial ~~The~~Energy ~~“as~~is ~~adjusted”~~an ~~calculation~~emerging ~~equals~~growth ~~$200,000,000~~company ofand ~~cash~~a ~~held~~smaller inreporting ~~trust~~company ~~from~~within the ~~proceeds~~meaning of ~~this~~the ~~offering~~Securities Act, and ~~the~~if ~~sale~~we take advantage of ~~the~~certain ~~private~~exemptions ~~placement~~from ~~warrants,~~disclosure ~~plus~~requirements ~~$1,250,000~~available ofto ~~cash~~emerging ~~held~~growth ~~outside~~companies ~~the~~or ~~trust~~smaller ~~account~~reporting companies, ~~plus~~this ~~$17,620~~could ofmake ~~actual~~our ~~shareholders’~~securities ~~deficit~~less onattractive ~~December~~to ~~31,~~investors ~~2024~~and may make it more difficult to compare our performance with other public companies.

~~(3)~~Factorial ~~The~~Energy is, an “asemerging ~~adjusted~~growth company” ~~calculation~~within ~~equals~~the $9meaning of the Securities Act,~~000~~ as modified by the JOBS Act. Accordingly,~~000~~ we may take advantage of ~~deferred~~certain ~~underwriting~~exemptions ~~commissions~~from various reporting requirements that are applicable to other public companies that are not emerging growth companies, ~~assuming~~including, but not limited to, not being required to comply with the ~~underwriters’~~auditor ~~over~~internal controls attestation requirements of Section 404 of the Sarbanes-~~allotment~~Oxley ~~option~~Act, isreduced ~~not~~disclosure ~~exercised~~obligations regarding executive compensation in our periodic reports and proxy statements, ~~plus~~and exemptions from the ~~over~~requirements of holding a non-~~allotment~~binding ~~liability~~advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up the last day of the fiscal year ending after the fifth anniversary of the effectiveness of CGC’s IPO registration statement, although circumstances could cause us to lose that status earlier, including if the market value of our Series A Common Stock held by non-affiliates exceeds $~~296~~700 million as of any June 30 before that time,~~000~~ in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(4b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The ~~“as~~JOBS ~~adjusted”~~Act ~~calculation~~provides ~~equals~~that a company can elect to opt out of the 20extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,~~000~~ we,~~000~~ ~~ordinary~~as ~~shares~~an emerging growth company, can adopt the new or revised standard at ~~$10~~the time private companies adopt the new or revised standard.00 ~~per~~This ~~share~~may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

(5) Excludes 20,000,000 ordinary shares purchased in the public market which are subject to conversion in connection with our initial business combination. The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of ordinary shares that may be converted in connection with our initial business combination ($10.00 per share).

~~Risk Factors~~Table ~~Summary~~of Contents

~~We are a recently incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination~~Additionally, weCGC ~~will~~was have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a ~~blank~~“smaller ~~check~~reporting company.” ~~This~~as ~~offering~~defined ~~is not being conducted~~ in ~~compliance with Rule~~Item ~~419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule~~10(f)(1) ~~419~~of ~~blank~~Regulation ~~check offerings~~S-K. ~~Please~~Smaller ~~see~~reporting ~~“Proposed~~companies ~~Business~~may —take ~~Comparison~~advantage of ~~This~~certain ~~Offering~~reduced todisclosure ~~Those of~~obligations, ~~Blank~~including, ~~Check~~among ~~Companies~~other ~~Subject~~things, toproviding ~~Rule 419”~~only ~~for additional information concerning how Rule~~two ~~419~~years ~~blank~~of ~~check~~audited ~~offerings differ~~financial ~~from this offering~~statements. ~~You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” in this prospectus.~~

AnFollowing ~~investment~~the inClosing, ~~our~~the ~~securities~~Company ~~involves~~has determined it remains a ~~high degree~~smaller ofreporting ~~risk~~company. The ~~occurrence~~Company ofwill ~~one~~be orable ~~more~~to continue to take advantage of the ~~events~~smaller orreporting ~~circumstances~~company ~~described~~scaled indisclosures ~~the~~since ~~section~~its ~~entitled~~voting ~~“Risk~~and ~~Factors,” alone~~non-voting orcommon instock ~~combination~~held ~~with~~by ~~other~~non-affiliates ~~events~~is orless ~~circumstances,~~than ~~may~~$250.0 million ~~materially~~measured ~~adversely~~as ~~affect~~of ~~our~~a date within four business, days ~~financial~~after ~~condition~~the ~~and~~consummation ~~operating results.~~of Inthe ~~that~~Business ~~event~~Combination, or the ~~trading~~Company’s ~~price~~annual revenue is less than $100.0 million as of ~~our~~the ~~securities~~most ~~could~~recently ~~decline,~~completed ~~and~~fiscal year ~~you~~reported ~~could~~in ~~lose~~the ~~all~~Current orReport ~~part~~on ofForm 8-K ~~your~~filed ~~investment.~~with ~~Such~~Form 10 ~~risks include,~~Information ~~but~~(as ~~are~~defined ~~not~~in ~~limited~~Rule 144(i)(3) of ~~to:~~the Securities Act).

~~· We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.~~

· Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

· Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

· Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

· Our initial shareholders will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

· If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

· The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

· The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.

· The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

· If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers or their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.

· You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

· Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

· The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our initial shareholders are likely to make a substantial profit on their investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.

·Table ~~The value~~ of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per public share.Contents

·USE ~~You~~OF ~~will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities Act.~~PROCEEDS

·We ~~Past~~are ~~performance~~filing bythe ~~our~~registration ~~management~~statement ~~team~~of ~~and~~which ~~their~~this ~~respective~~prospectus ~~affiliates,~~is ~~including~~a ~~investments~~part ~~and~~to ~~transactions~~permit inthe ~~which~~Selling ~~they~~Securityholders ~~have~~to ~~participated~~resell ~~and~~shares ~~businesses~~of ~~with~~Series A ~~which~~Common ~~they~~Stock. ~~have~~We ~~been~~will ~~associated,~~not ~~may~~receive ~~not~~any beproceeds ~~indicative~~from ofthe ~~future~~sale ~~performance~~of shares of anSeries A ~~investment~~Common inStock to be offered by the ~~company~~Selling Securityholders pursuant to this prospectus, except to the extent the Options and the Warrants are exercised for cash.

·We Towould ~~mitigate~~receive ~~the~~up ~~risk~~to ~~that~~an weaggregate ~~might~~of be$158,700,000 ~~deemed~~from tothe beexercise anof ~~investment~~the ~~company~~Warrants, ~~for~~assuming ~~purposes~~the exercise in full of ~~the~~all ~~Investment~~such ~~Company~~for ~~Act~~cash, ~~which~~and ~~risk~~up ~~increases~~to ~~the~~approximately ~~longer~~$13,461,119.90 ~~that~~from wethe ~~hold~~exercise ~~investments~~ in full of the ~~trust~~Options ~~account~~for cash, wefor ~~may~~a combined aggregate of up to approximately $172,161,119.90. atWe ~~any~~expect ~~time~~to ~~(based~~use onany ~~our~~net ~~management~~proceeds ~~team’s~~from ~~ongoing~~the ~~assessment~~exercise of ~~all~~the ~~factors~~Warrants ~~related~~and toOptions ~~our~~for ~~potential~~general ~~status~~corporate ~~under~~purposes. ~~the~~We ~~Investment~~will ~~Company~~have ~~Act),~~broad ~~instruct~~discretion ~~the~~over ~~trustee~~any touse ~~liquidate~~of ~~the~~proceeds ~~investments~~from ~~held~~the inexercise of the ~~trust~~Warrants ~~account~~ and ~~instead~~Options. toThere ~~hold~~is no assurance that the ~~funds~~holders inof the ~~trust~~Warrants ~~account~~and inOptions ~~cash~~will orelect into anexercise ~~interest~~any ~~bearing~~or ~~demand~~all ~~deposit~~of ~~account~~such atwarrants aor ~~bank~~options. ~~until~~The ~~the~~exercise ~~earlier~~price of the ~~consummation~~Warrants is $11.50 per share. The exercise prices of ~~our~~the ~~initial~~Options ~~business~~range ~~combination~~from or$0.08 ~~our~~to ~~liquidation~~$2.64 Asper ashare. ~~result,~~We ~~following~~believe the ~~liquidation~~likelihood ofthat ~~investments~~holders inwill ~~the~~exercise ~~trust~~their ~~account~~Warrants, and therefore the amount of cash proceeds that we would ~~likely~~ receive, ~~less~~is ~~interest~~dependent onupon the ~~funds~~trading ~~held~~price inof the ~~trust~~Series A ~~account~~Common Stock. If the trading price for the Series A Common Stock is less than $11.50 per share, ~~which~~we ~~would~~believe ~~likely~~holders ~~reduce~~of Warrants will be unlikely to exercise their Warrants. To the ~~dollar~~extent that the Warrants or Options are exercised on a “cashless basis,” the amount ~~our~~of ~~public~~cash ~~shareholders~~we would receive ~~upon~~from ~~any~~the ~~redemption~~exercise of such warrants or ~~liquidation~~options will decrease.

· If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

· Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

· Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East and Southwest Asia.

· Military or other conflicts in Ukraine, the Middle East and Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.

· An investment in this offering may result in uncertain U.S. federal income tax consequences.

· The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus.

~~Risk Factors~~Table of Contents

AnDETERMINATION ~~investment~~OF inOFFERING our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.PRICE

~~Risks~~We ~~Relating~~cannot tocurrently ~~our~~determine ~~Search~~the ~~for,~~price ~~and~~or ~~Consummation~~ prices at which shares of orour ~~Inability~~Series A toCommon ~~Consummate,~~Stock amay ~~Business~~be ~~Combination~~sold by the Selling Securityholders under this prospectus.

~~Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”~~

As of December 31, 2024, we had a working capital deficit of $281,296 (excluding deferred offering costs). Further, we expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.

Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. Additionally, assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, we may not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. Please see the section entitled “Effecting Our Initial Business Combination — Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.

If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

Our initial shareholders will own 20% of our issued and outstanding ordinary shares immediately following the completion of this offering (assuming our initial shareholders do not purchase any units in this offering).

Our initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. As a result, in addition to our initial shareholders’ founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted, the underwriters’ over-allotment option is not exercised and the parties to the letter agreements do not acquire any public shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their ordinary shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination (aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction) will increase the likelihood that an ordinary resolution will be passed, being the requisite shareholder approval for such initial business combination.

~~Your~~Table ~~only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise~~ of ~~your right to redeem your shares from us for cash.~~Contents

AtDIVIDEND the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Because our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the per share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.POLICY

~~The~~We ~~ability~~currently intend to retain all available funds and any future earnings to fund the growth and development of our ~~public~~business. ~~shareholders~~We tohave ~~redeem their~~never ~~shares~~declared ~~for~~or paid any cash ~~may~~dividends ~~make~~on our ~~financial~~capital ~~condition~~stock. ~~unattractive~~We do not intend to ~~potential~~pay ~~business~~cash ~~combination~~dividends ~~targets,~~to ~~which~~our ~~may~~stockholders ~~make~~in itthe ~~difficult for~~foreseeable usfuture. toInvestors ~~enter~~should ~~into~~not apurchase ~~business~~our ~~combination~~common stock with athe ~~target~~expectation of receiving cash dividends.

WeAny ~~may~~future ~~seek~~determination to ~~enter~~declare ~~into~~dividends awill ~~business combination transaction agreement with a minimum cash requirement for (i) cash consideration to~~ be ~~paid~~made toat the ~~target~~discretion orof ~~its~~our ~~owners,~~board ~~(ii) cash for working capital or other general corporate purposes or (iii) the retention~~ of ~~cash~~directors toand ~~satisfy~~will ~~other~~depend ~~conditions.~~on Ifour ~~too~~financial ~~many public shareholders exercise their redemption rights~~condition, weoperating ~~would not be able to meet such closing condition and~~results, ascapital ~~a result~~requirements, ~~would~~general ~~not be able to proceed with the~~ business ~~combination. Consequently~~conditions, ~~if accepting all properly submitted redemption requests would not allow us to satisfy a closing condition as described above, we would not proceed with such redemption~~ and ~~the~~other ~~related~~factors ~~business~~that ~~combination~~our ~~and~~board ~~may instead search for an alternate business combination. Prospective targets will be aware~~ of ~~these~~directors ~~risks and, thus,~~ may bedeem ~~reluctant to enter into a business combination transaction with us~~relevant.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting compensation payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting compensation. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. As a result, our obligations to redeem public shares for which redemption is requested and to pay the deferred underwriting commissions may not allow us to complete the most desirable business combination or optimize our capital structure.

In addition, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure and may result in substantial dilution from your purchase of our Class A ordinary shares. The effect of this dilution will be greater for shareholders who do not redeem. The amount of the deferred underwriting compensation payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination, which may further dilute your investment. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the per share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting compensation. We may not be able to generate sufficient value from the completion of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment. Please see “— Risks Relating to Our Securities — The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our initial shareholders are likely to make a substantial profit on their investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.”

~~The~~Table ~~ability~~ of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.Contents

IfMARKET our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.INFORMATION

~~The~~On ~~requirement~~June 8, ~~that~~2026, ~~we complete our initial business combination within~~ the ~~completion~~Series A ~~window~~Common ~~may~~Stock ~~give~~began ~~potential~~trading ~~target~~on ~~businesses~~the ~~leverage~~Nasdaq ~~over~~under ~~us in negotiating a business combination and may limit~~ the ~~time~~symbol we“FAC”. ~~have~~On ~~in which to conduct due diligence on potential business combination targets~~June 26, ~~in particular as we approach our dissolution deadline~~2026, ~~which~~the ~~could~~closing ~~undermine~~sale ~~our~~price ~~ability~~of ~~to complete~~ our ~~initial~~Series A ~~business~~Common ~~combination~~Stock onwas ~~terms~~$11.41 ~~that~~per ~~would produce value for our shareholders~~share.

~~Any~~The ~~potential~~Public ~~target~~Warrants ~~business~~are ~~with~~currently ~~which~~listed weon ~~enter into~~the ~~negotiations~~Nasdaq ~~concerning~~under ~~a business combination will be aware that we must complete our initial business combination within~~ the ~~completion window~~symbol “FACWW”. ~~Consequently,~~On ~~such target business may obtain leverage over us in negotiating a business combination~~June 26, ~~knowing that if we do not complete our initial business combination with that particular target business~~2026, ~~we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to~~ the ~~timeframe~~closing ~~described~~sale ~~above.~~price Inof ~~addition, we may have limited time to conduct due diligence and may enter into~~ our ~~initial~~Public ~~business~~Warrant ~~combination~~was ~~on terms that we would have rejected upon a more comprehensive investigation~~$1.40 ~~The~~per length of time it may take us to complete our diligence and negotiate a business combination may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated initial business combinationwarrant.

We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, which may include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination.

We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, including, for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60 days from the date of this prospectus, unless such payment would not be deemed underwriters’ compensation in connection with this offering.

The underwriters are also entitled to receive deferred underwriting commissions that are conditioned on the completion of an initial business combination. The underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination. The underwriters are under no obligation to provide any further services to us in order to receive all or any part of the deferred underwriting commissions.

We may not be able to complete our initial business combination within the completion window, in which case we would redeem our public shares.

We may not be able to find a suitable target business and complete our initial business combination within the completion window after the closing of this offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share, or possibly less, and our warrants will expire without value to the holder. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors described in this “Risk Factors” section.

WeTable ~~may~~of ~~decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares, and the warrants may be worthless.~~Contents

WeUNAUDITED ~~have~~PRO ~~until~~FORMA ~~the~~CONDENSED ~~date~~COMBINED ~~that~~FINANCIAL is 24 months from the closing of this offering, or until such earlier date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initial business combination, and we are unable to consummate our initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants may be worthless.INFORMATION

If(in ~~we seek shareholder approval of our initial business combination~~thousands, ~~our~~except ~~initial~~share ~~shareholders,~~and ~~directors,~~per ~~officers~~share ~~or their affiliates may elect to purchase shares or public warrants from public shareholders~~data, ~~which~~unless ~~may~~otherwise ~~influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.~~stated)

IfCapitalized weterms ~~seek~~used ~~shareholder~~but ~~approval of our initial business combination and we do~~ not ~~conduct~~defined ~~redemptions~~ in ~~connection~~this ~~with~~section ~~our~~shall ~~initial~~have ~~business~~the ~~combination~~meanings ~~pursuant~~ascribed to ~~the~~them ~~tender offer rules, our initial shareholders, directors, officers or their affiliates may purchase public shares or warrants~~ in ~~privately negotiated transactions or in~~ the ~~open~~Current ~~market~~Report ~~either~~on ~~prior~~Form 8-K to(“Form 8-K”) orfiled ~~following~~with the ~~completion~~SEC ofon ~~our initial business combination~~June 10, ~~although~~2026 ~~they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder~~and, ~~although~~if ~~still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees~~ not todefined ~~exercise~~in ~~its redemption rights. In~~ the ~~event that our initial shareholders~~Form 8-K, ~~directors,~~capitalized ~~officers~~terms orused ~~their~~but ~~affiliates~~not ~~purchase~~defined ~~shares~~ in ~~privately~~this ~~negotiated~~section ~~transactions from~~shall ~~public shareholders who~~ have ~~already~~the ~~elected~~meanings toascribed ~~exercise their redemption rights, such selling shareholders would be required~~ to ~~revoke~~ ~~their~~them ~~prior~~in ~~elections~~the todefinitive ~~redeem~~proxy ~~their~~statement/prospectus ~~shares.~~filed ~~It is intended that, if Rule 10b-18 would apply to purchases~~ by ~~our~~Cartesian ~~initial shareholders,~~Growth ~~directors,~~Corporation ~~officers~~III ~~or their affiliates, then such purchases will comply~~ with ~~Rule 10b-18~~the ~~under~~SEC ~~the~~on ~~Exchange~~May ~~Act~~6, to ~~the extent it applies~~2026, ~~which~~prior ~~provides~~to athe ~~safe~~consummation ~~harbor~~of ~~for~~the ~~purchases~~Business ~~made~~Combination ~~under~~(the ~~certain~~“Proxy ~~conditions, including with respect to timing, pricing and volume of purchases~~Statement/Prospectus”).

Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our initial shareholders, directors, officers or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares, rights or warrants in such transactions.Introduction

The ~~purpose~~following ofis ~~any~~selected ~~such~~unaudited ~~transactions~~pro ~~could~~forma ~~be to~~condensed ~~(1) increase~~combined ~~the~~financial ~~likelihood~~information ~~of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding and/or increase the likelihood of approval on any matters submitted~~ to ~~the~~aid ~~public~~you ~~warrant holders for approval~~ in ~~connection~~ ~~with~~your ~~our~~analysis ~~initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount~~ of ~~cash at~~ the ~~closing~~financial ofaspects ~~our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases~~ of ~~our securities may result in~~ the ~~completion~~Business ofCombination ~~our~~and ~~initial~~related ~~business combination that may not otherwise have been possible~~transactions.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026 gives pro forma effect to the Business Combination as if it was consummated on March 31, 2026. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025 give pro forma effect to the Business Combination as if it was consummated on January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following, which are included elsewhere in this prospectus:

●

Factorial’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026;

●

Factorial’s audited consolidated financial statements for the year ended December 31, 2025;

●

CGC’s unaudited condensed financial statements as of and for the three months ended March 31, 2026; and

●

CGC’s audited financial statements for the year ended December 31, 2025; and

●

Factorial Common Stock is calculated based on shares outstanding as of the Merger Effective Time, and shares underlying vested and outstanding Options as of the Merger Effective Time for purposes of determining the Consideration Ratio.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the actual results of operations of the combined company would have been had the Business Combination occurred on March 31, 2026 or January 1, 2025, respectively. The unaudited pro forma condensed combined financial information has been prepared, in accordance with Article 11 of Regulation S-X and is for informational purposes only. It is subject to several uncertainties and assumptions as described in the accompanying notes.

Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

Description of the Transaction

On December 17, 2025, CGC entered into the Business Combination Agreement with Factorial and Merger Sub, pursuant to which on June 5, 2026 (the “Merger Effective Time”) Merger Sub merged with and into Factorial, with Factorial surviving the merger as a wholly-owned subsidiary of CGC.

The board of directors of CGC has approved the Business Combination and the Domestication. In connection with, and as part of, the Domestication, CGC became a Delaware corporation and changed its corporate name to Factorial Energy Inc. (“PubCo”) and all outstanding securities of CGC converted into securities of PubCo, as described in more detail in the Proxy Statement/Prospectus.

InTable ~~addition, if such purchases are made, the public “float”~~ of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our initial shareholders, directors, officers or their affiliates were to purchase public shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:Contents

·By ~~our~~virtue ~~registration~~of ~~statement/proxy~~the ~~statement~~Merger ~~filed~~and ~~for~~without ~~our~~any ~~business~~action ~~combination~~on ~~transaction~~the ~~would~~part ~~disclose~~of ~~the~~any ~~possibility~~Party ~~that~~or ~~our~~any ~~initial~~other ~~shareholders~~person, ~~directors~~the Aggregate Merger Consideration, ~~officers~~equal orto ~~their~~the ~~affiliates~~Equity ~~may~~Value ~~purchase~~of ~~public~~$1.1 billion, consisting of a number of shares orof ~~warrants~~PubCo ~~from~~Common ~~public~~Stock ~~shareholders~~equal ~~outside~~to the ~~redemption~~Equity ~~process,~~Value ~~along~~divided ~~with~~by the ~~purpose~~Redemption ofPrice, ~~such~~was ~~purchases;~~issued as set forth in (i)-(iv) or reserved for issuance as set forth in (v)-(vi) below:

·i. ifAt ~~our~~the ~~initial~~Merger ~~shareholders,~~Effective ~~directors~~Time, ~~officers~~each orshare ~~their~~of ~~affiliates~~Factorial ~~were~~Common Stock that was issued and outstanding as of immediately prior to ~~purchase~~the ~~public~~Merger Effective Time (excluding treasury shares, ordissenting ~~warrants~~shares ~~from~~and ~~public~~shares ~~shareholders,~~held ~~they~~by ~~would~~the doFactorial soFounders) atwas automatically canceled and converted into the right to receive a ~~price~~corresponding nonumber ~~higher~~of ~~than~~shares of PubCo Series A Common Stock equal to the ~~price~~Consideration ~~offered~~Ratio ~~through~~and ~~our~~each ~~redemption~~share ~~process~~of Factorial’s capital stock that was issued and outstanding as of immediately prior to the Merger Effective Time held by the Factorial Founders was automatically canceled and converted into the right to receive a corresponding number of shares of PubCo Series B Common Stock equal to the Consideration Ratio;

·ii. ~~our~~The ~~registration~~number ~~statement/proxy~~of ~~statement~~shares ~~filed for our business combination transaction would include a representation that any~~ of ~~our~~Factorial ~~securities~~Common ~~purchased~~Stock byset ~~our~~forth ~~initial shareholders, directors, officers or their affiliates would not be voted~~ in ~~favor~~(i) ofabove ~~approving~~gave ~~the~~effect ~~business combination transaction;~~to:

·a. ~~our~~The ~~initial~~conversion ~~shareholders,~~of ~~directors,~~each ~~officers~~outstanding orconvertible ~~their~~debt ~~affiliates~~instrument ~~would~~including ~~not~~accrued ~~possess~~interest ~~any~~(including ~~redemption~~the ~~rights~~Factorial ~~with~~Convertible ~~respect~~Notes) tointo ~~our~~Factorial ~~securities~~Common ~~or,~~Stock ifpursuant ~~they~~to doits ~~acquire and possess redemption rights, they would waive such rights~~terms; ~~and~~

·b. weThe ~~would~~conversion ~~disclose~~of ineach issued and outstanding share of Factorial Preferred Stock into a ~~Form~~number ~~8-K,~~of ~~before~~shares ~~our~~of ~~security~~Factorial ~~holder~~Common ~~meeting~~Stock toin ~~approve~~accordance with the ~~business~~terms ~~combination~~of ~~transaction,~~Section 5.1 of the ~~following~~Factorial ~~material~~Certificate ~~items:~~of Incorporation in effect immediately prior to the Merger Effective Time; and

·c. ~~the~~The ~~amount~~conversion of ~~our~~each ~~securities~~issued ~~purchased~~and ~~outside~~outstanding ofFactorial ~~the~~Warrant ~~redemption~~into ~~offer~~a bynumber ~~our~~of ~~initial~~shares ~~shareholders,~~of ~~directors,~~Factorial ~~officers,~~Common orStock ~~their~~in ~~affiliates,~~accordance ~~along~~ with the ~~purchase~~terms ~~price~~of the corresponding warrant agreements;

·iii. ~~the~~each ~~purpose~~share of Factorial Common Stock held immediately prior to the ~~purchases~~Merger Effective Time by ~~our~~Factorial ~~initial~~as ~~shareholders,~~treasury ~~directors~~stock was automatically cancelled and extinguished, ~~officers~~and orno ~~their~~consideration ~~affiliates~~was paid with respect thereto;

·iv. ~~the~~each ~~impact,~~share ifof ~~any,~~capital stock of ~~the~~Merger ~~purchases~~Sub byissued ~~our~~and ~~initial~~outstanding ~~shareholders,~~immediately ~~directors,~~prior ~~officers~~to orthe ~~their~~Merger ~~affiliates~~Effective onTime ~~the~~was ~~likelihood~~automatically ~~that~~cancelled ~~the~~and ~~business~~extinguished ~~combination~~and ~~transaction~~converted ~~will~~into beone ~~approved~~share of Factorial Common Stock;

·v. ~~the~~each ~~identities~~outstanding and unexercised vested Factorial Option to purchase shares of ~~our~~Factorial ~~security~~Common ~~holders~~Stock ~~who~~became ~~sold~~a toPubCo ~~our~~Option ~~initial~~containing ~~shareholders~~the same terms, ~~directors~~conditions, ~~officers~~vesting orand ~~their~~other ~~affiliates~~provisions ~~(if~~as ~~not~~were ~~purchased~~historically onapplicable to such Factorial Options and each resulting PubCo Option became exercisable for the ~~open~~number ~~market)~~of orshares of PubCo Series A Common Stock equal to the ~~nature~~Consideration Ratio multiplied by the number of ~~our~~shares ~~security~~of ~~holders~~Factorial ~~(e.g.,~~common 5%stock ~~security~~subject ~~holders)~~to ~~who~~the ~~sold~~Factorial Option as of immediately prior to ~~our~~the ~~initial~~Merger ~~shareholders~~Effective Time, ~~directors~~rounded down to the nearest whole share, ~~officers~~at oran ~~their~~exercise ~~affiliates~~price equal to the per share exercise price of the Factorial Option divided by the Consideration Ratio, rounded up to the nearest whole cent; and

·vi. each Factorial RSU that was outstanding with respect to shares of Factorial Common Stock was cancelled in exchange for a PubCo RSU under the PubCo Incentive Plan containing the same terms, conditions, vesting and other provisions as were historically applicable to such Factorial RSU, and each resulting PubCo RSU will settle into a number of ~~our~~shares ~~securities~~of ~~for~~PubCo ~~which~~Series weA ~~have~~Common ~~received~~Stock ~~redemption~~equal ~~requests~~to ~~pursuant~~a number of shares of PubCo Series A Common Stock as set forth on an allocation schedule, rounded down to ~~our~~the ~~redemption~~nearest ~~offer~~whole share.

~~Please~~In ~~see~~addition, ~~“Proposed~~PubCo ~~Business~~consummated the PIPE Financing pursuant to the PIPE Purchase Agreements. Under the Institutional Investor Stock Purchase Agreement, the Institutional Investor committed to purchase 7,500,000 shares of PubCo Series —A Common Stock for an aggregate purchase price of $75.0 million at $10.00 per share. Prior to Closing, the Institutional Investor purchased 2,000,000 Class ~~Permitted Purchases~~A ordinary shares of ~~Our~~CGC ~~Securities”~~in ~~for~~open market or privately negotiated transactions, which reduced its remaining PIPE Financing purchase commitment on a ~~description~~share-for-share basis. Accordingly, through the PIPE Financing, PubCo issued 5,500,000 shares of ~~how~~PubCo ~~such~~Series A ~~persons~~Common ~~would~~Stock ~~determine~~to ~~from~~the ~~which~~Institutional ~~shareholders~~Investor for an aggregate purchase price of $55.0 million. Under the Sponsor Investor Stock Purchase Agreement, the Sponsor Investor committed to ~~seek~~purchase 2,400,168 shares of PubCo Series A Common Stock (based on the Merger Effective Time Redemption Price) for an aggregate purchase price of $25.0 million. Prior to ~~acquire securities~~Closing, the Sponsor Investor purchased 1,470,764 Class A ordinary shares of CGC in the open market, which reduced its remaining PIPE Financing purchase commitment on a share-for-share basis. Accordingly, through the PIPE Financing, PubCo issued 929,404 shares of PubCo Series A Common Stock to the Sponsor Investor at the closing Redemption Price of $10.41593671 per share, for an aggregate purchase price of approximately $9.7 million.

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this prospectus entitled “Proposed Business — Delivering Share Certificates in Connection with the Exercise of Redemption Rights.”

~~You~~Table ~~will not be entitled to protections normally afforded to investors~~ of ~~other blank check companies subject to Rule 419 of the Securities Act.~~Contents

~~Because~~In connection with the ~~net~~Institutional ~~proceeds~~Investor’s ofopen ~~this~~market ~~offering~~purchases, and ~~the~~ ~~sale~~pursuant ofto the ~~private~~Letter ~~placement~~Agreement ~~warrants~~among ~~are~~the ~~intended~~Institutional toInvestor, beFactorial ~~used~~and tothe ~~complete~~Sponsor ~~one~~executed oron ~~more~~May 18, ~~initial~~2026, ~~business~~the ~~combinations~~Sponsor ~~with~~transferred aat ~~target business~~Closing or90,000 ~~businesses~~shares ~~that~~of ~~have~~PubCo ~~not~~Series A ~~been~~Common ~~selected,~~Stock ~~we may be deemed~~ to ~~be a “blank check” company under~~ the ~~United States securities~~Institutional ~~laws. However~~Investor, ~~because~~representing wethe ~~will have net tangible assets in excess of~~ $5900,000~~,000~~ ~~upon~~Differential ~~the~~Amount ~~completion~~divided ofby ~~this~~$10.00, ~~offering~~ and ~~the sale~~Factorial ofreimbursed the ~~private~~Sponsor ~~placement~~in ~~warrants~~cash ~~and~~for ~~will~~such ~~file~~Differential aAmount. ~~Current~~In ~~Report on Form 8-K~~addition, ~~including~~pursuant anto ~~audited~~the ~~balance~~Investor ~~sheet~~Stock ~~demonstrating this~~Purchase ~~fact~~Agreements, wethe ~~are~~Sponsor ~~exempt~~transferred, ~~from~~directly ~~rules promulgated~~or byindirectly ~~the~~through ~~SEC~~forfeiture toand ~~protect~~reissuance, ~~investors~~an inaggregate ~~blank~~of ~~check companies~~750,000 ~~such~~shares asof ~~Rule~~PubCo Series ~~419. Accordingly,~~A ~~investors~~Common ~~will~~Stock ~~not~~to ~~be afforded~~ the ~~benefits~~Institutional orInvestor ~~protections~~and ~~of those rules. Among other things~~250,000 ~~this~~shares ~~means~~of ~~our~~PubCo ~~units~~Series A ~~will be~~Common ~~immediately~~Stock ~~tradable~~to ~~and~~the weSponsor ~~will~~Investor. ~~have~~After agiving ~~longer~~effect ~~period of time~~ to ~~complete~~these ~~our~~Sponsor ~~respective~~share ~~business~~transfers, ~~combinations~~the ~~than~~Institutional doInvestor ~~companies~~received ~~subject to Rule 419. Moreover~~6,340,000 ifshares ~~this~~for ~~offering~~$55.0 ~~were subject to Rule 419~~million, ~~that~~or ~~rule would~~an ~~prohibit~~effective ~~the~~purchase ~~release~~price of ~~any~~approximately ~~interest earned~~$8.68 onper ~~funds~~share, ~~held in the trust account to us unless~~ and ~~until~~ the ~~funds~~Sponsor inInvestor ~~the~~effectively ~~trust~~received ~~account~~1,179,404 ~~were~~shares ~~released~~for to$9.7 usmillion, or inan ~~connection~~effective ~~with our~~purchase ~~completion~~price of anapproximately ~~initial~~$8.21 ~~business~~per ~~combination~~share. ~~For~~Note that abased ~~more~~on ~~detailed~~the ~~comparison~~nature of ~~our~~such ~~offering~~Sponsor to ~~offerings~~investor ~~that comply with Rule 419~~transfers, ~~please~~ ~~see~~no ~~“Proposed~~expense ~~Business — Comparison~~is ofrecorded ~~This~~by ~~Offering~~PubCo toas ~~Those~~a result of ~~Blank~~the ~~Check Companies Subject to Rule 419~~transfers.”

IfThe wediagram ~~seek~~below ~~shareholder~~depicts ~~approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or~~ a ~~“group”~~simplified ofversion ~~shareholders are deemed to hold in excess~~ of ~~15%~~the ofcombined ~~our~~company’s ~~Class A~~organizational ~~ordinary~~structure ~~shares,~~immediately ~~you~~following ~~may lose~~ the ~~ability~~consummation ~~to redeem all such shares in excess~~ of ~~15%~~the ofBusiness ~~our~~Combination ~~Class A~~and ~~ordinary~~the ~~shares.~~PIPE Financing:

IfSet weforth ~~seek~~below ~~shareholder~~is ~~approval~~a ofcalculation, ~~our~~on ~~initial business~~a ~~combination~~per ~~and~~CGC weClass A doOrdinary ~~not~~Share ~~conduct~~basis, ~~redemptions~~of inthe ~~connection~~approximate ~~with~~net ~~our~~cash ~~initial~~received ~~business~~by ~~combination~~PubCo ~~pursuant~~from to the ~~tender~~Trust ~~offer rules,~~Account ~~our amended~~ and ~~restated~~PIPE ~~memorandum~~Financing. ~~and~~Such ~~articles~~calculations ofare ~~association~~based ~~provide~~upon ~~that~~(i) cash aheld ~~public~~in ~~shareholder,~~the ~~together~~Trust ~~with~~Account ~~any~~as ~~affiliate~~ of ~~such~~March 31, ~~shareholder~~2026 orassuming ~~any~~the ~~other~~Merger ~~person~~Effective ~~with~~Time ~~whom~~redemption ~~such~~price ~~shareholder~~of is$10.41593671 ~~acting~~(“Redemption inPrice”) ~~concert~~per orPublic asShare aand ~~“group”~~ (~~as defined under Section~~ii) 13$64,681 of ~~the~~gross ~~Exchange Act),~~cash ~~will~~proceeds bereceived ~~restricted~~ from ~~redeeming~~the ~~its~~PIPE ~~shares~~Financing, ~~with~~and ~~respect~~(iii) approximate totransaction ~~more~~expenses ~~than~~of an$22,057 ~~aggregate~~including ofthe ~~15% of~~estimated ~~the~~PIPE ~~shares~~Financing ~~sold~~transaction inexpenses ~~this~~of ~~offering~~$3,750, ~~which~~Factorial’s weapproximate ~~refer~~transaction toexpenses asof ~~the “Excess Shares~~$10,~~” without our prior consent. However~~259, weand ~~would not be restricting our shareholders~~CGC’s ~~ability~~approximate totransaction ~~vote~~expenses ~~all~~ of ~~their~~$8,048. ~~shares~~Pursuant ~~(including~~to ~~Excess~~the ~~Shares)~~Investor ~~for~~Stock orPurchase ~~against~~Agreements, ~~our~~the ~~initial~~PIPE ~~business combination.~~Investors ~~Your~~were ~~inability~~entitled to ~~redeem~~satisfy ~~the~~a ~~Excess~~portion ~~Shares~~of ~~will~~their ~~reduce~~respective ~~your~~purchase ~~influence~~obligations ~~over~~through ~~our~~the ~~ability~~acquisition toof ~~complete~~Public ~~our~~Shares ~~initial business combination~~ and ~~you~~the ~~could~~non-redemption ~~suffer~~of asuch ~~material~~shares. ~~loss~~In onconnection ~~your~~with ~~investment~~the inClosing, usthe ifInstitutional ~~you~~Investor ~~sell~~acquired ~~Excess~~2,000,000 Public Shares inand ~~open~~the ~~market~~Sponsor ~~transactions.~~Investor ~~Additionally~~acquired 1,470,764 ~~you will~~Public ~~not~~Shares, ~~receive~~each ~~redemption~~of ~~distributions~~which ~~with~~reduced ~~respect~~such toinvestor’s ~~the~~obligation ~~Excess~~to ~~Shares~~purchase ifshares weof ~~complete~~PubCo ~~our~~Common ~~initial~~Stock ~~business~~at ~~combination.~~Closing ~~And~~on as a ~~result,~~ ~~you~~share-for-share ~~will~~basis. ~~continue~~The tocalculations ~~hold~~set ~~that~~forth ~~number~~below ofgive ~~shares~~effect ~~exceeding~~to ~~15%~~those ~~and,~~Public Share purchases in ~~order~~determining tothe ~~dispose~~number of ~~such~~ shares, ~~would~~of bePubCo ~~required~~Common toStock ~~sell your~~issued ~~shares~~to inthe ~~open~~PIPE ~~market~~Investors ~~transactions, potentially~~ at ~~a loss~~Closing.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other SPACs (including CGC II) and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess technical, human and other resources that are similar to or greater than ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors described in this “Risk Factors” section.

IfTable ~~the net proceeds~~ of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.Contents

OfBelow ~~the~~is ~~net~~a ~~proceeds of this offering~~calculation, ~~only~~on ~~approximately $1,250,000~~a ~~will~~per beCGC ~~available~~Class A toShare ~~us initially outside the trust account to fund our working capital requirements. We believe that~~basis, ~~upon closing~~ of ~~this offering,~~ the ~~funds~~cash ~~available~~received toby usPubCo ~~outside~~from of the ~~trust~~Trust ~~account~~Account ~~will~~and bePIPE ~~sufficient~~Financing, tonet ~~allow us to operate for at least the duration~~ of ~~the~~transaction ~~completion window; however, we cannot assure you that our estimate is accurate~~expenses. OfThe ~~the~~total ~~funds~~number ~~available~~of toshares ~~us,~~outstanding wein ~~could use a portion of~~ the ~~funds~~table ~~available~~below togives useffect to ~~pay~~the ~~fees~~issuance ~~to consultants to assist us with our search for a target business. We could also use a portion~~ of ~~the~~shares ~~funds as a down payment or to fund a “no-shop” provision (a provision in letters~~ of ~~intent~~PubCo orCommon ~~merger agreements~~Stock ~~designed~~upon toconsummation keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of ~~intent or merger agreement where we paid for~~ the ~~right~~Business to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target businessCombination.

In the event that our offering expenses exceed our estimate of $750,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. Conversely, in the event that the offering expenses are less than our estimate of $750,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate.

Neither our initial shareholders, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor or certain of our officers and directors as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors described in this “Risk Factors” section.



	Actual
(in thousands, except share and per share amounts)	Redemptions⁽¹⁾
CGC Class A Ordinary Shares Not Redeemed		4,548,687
Gross Cash Proceeds of Trust Account	$	47,379
Gross Cash Proceeds from the PIPE Financing	$	64,681
Transaction Expenses⁽²⁾	$	21,410
Total Shares Outstanding		107,023,245
Net Cash per share of CGC Class A Shares	$	0.85

If(1) ~~third~~Reflects ~~parties~~redemption ~~bring~~of ~~claims~~23,051,313 ~~against~~of usCGC Class A Shares out of the 27,600,000 of CGC Class A Ordinary Shares available for redemption by CGC Public Shareholders prior to the ~~proceeds~~ ~~held~~Closing. inNote that the ~~trust~~4,548,687 ~~account~~shares ~~could~~presented beherein ~~reduced~~include an aggregate of 3,470,764 CGC Class A Shares (the “NRA Shares”) that the Institutional Investor and the ~~per~~Sponsor ~~share~~Investor ~~redemption~~purchased ~~amount~~prior ~~received~~to bythe ~~shareholders~~Closing ~~may~~to bepartially ~~less~~satisfy ~~than~~their ~~$10.00 per~~PIPE ~~share~~Financing obligations.

~~Our~~(2) ~~placing~~Includes ofcash ~~funds~~transaction inexpenses ~~the~~relating ~~trust account may not protect those funds from third party claims against us. Although we will seek~~ to ~~have~~both ~~all~~the ~~vendors,~~Business ~~service~~Combination ~~providers, prospective target businesses~~ and ~~other~~the ~~entities~~PIPE ~~with~~Financing. ~~which~~This weamount doincludes ~~business execute agreements with us waiving any right~~$1,346 ~~title, interest or claim~~ of ~~any~~cash ~~kind~~transaction inexpenses orpaid prior to ~~any monies held in~~ the ~~trust~~Closing ~~account~~and ~~for the benefit of our public shareholders~~$20,064. ~~such parties may not execute such agreements~~However, orthis ~~even~~amount ifexcludes ~~they~~$647 ~~execute~~that ~~such~~was ~~agreements~~payable ~~they~~in ~~may~~Pubco ~~not~~Series beA ~~prevented~~Common ~~from~~Stock ~~bringing~~for ~~claims against~~ the ~~trust~~merger ~~account,~~underwriter ~~including, but~~fee ~~not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims,~~ as ~~well~~it’s ~~as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to~~ a ~~claim~~non-cash ~~against~~transaction ~~our assets, including the funds held in the trust account~~expense. IfRefer ~~any third party refuses~~ to ~~execute~~Note an(c) ~~agreement~~of ~~waiving such claims to~~ the ~~monies~~unaudited ~~held~~condensed incombined ~~the~~pro ~~trust~~forma ~~account, our~~balance ~~management~~sheets ~~will~~as consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of ~~the~~March ~~company under the circumstances. CBIZ CPAs P.C.~~31, ~~our~~2026 ~~independent~~for ~~registered~~more ~~public accounting firm, and the underwriters of this offering will not execute agreements with us waiving such claims to the monies held in the trust account~~information.

~~Examples~~Accounting of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for ~~any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within~~ the ~~prescribed~~Business timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for our independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar tax that may be due or payable), provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under a reverse recapitalization, CGC will be treated as the “acquired” company for financial reporting purposes. Factorial has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

●

Factorial’s shareholders will have the largest voting interest in PubCo;

●

As a result of such voting interest, Factorial’s shareholders will have the ability to nominate a majority of the members of the PubCo Board of Directors;

●

Factorial’s senior management will be the senior management of PubCo; and

●

Factorial is the larger entity, in terms of substantive operations and employee base.

Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Factorial issuing shares for the net assets of CGC, accompanied by a recapitalization. The net assets of CGC will be stated at fair value, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Factorial.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to Factorial’s issuance of Factorial Convertible Notes in May 2026, that converted into Pubco Series A Common Stock in connection with the Business Combination. Although the Factorial Convertible Notes converted into Pubco Series A Common Stock in connection with the Business Combination, such Factorial Convertible Notes were not issued in connection with, or contingent upon, the Business Combination, as the August 2025 Factorial Convertible Notes were issued to existing investors in Factorial prior to the negotiation of the Business Combination Agreement and the January and May 2026 Factorial Convertible Notes were issued to strategic partners with whom Factorial is party to commercial arrangements and all of the shares issuable upon conversion of the Factorial Convertible Notes have been included in the Aggregate Fully Diluted Factorial Shares. For the Factorial Convertible Notes issued in May 2026, the Company estimated the pro forma effect for proceeds received under such convertible notes through the Merger Effective Time. The pro forma effect of the May 2026 Factorial Convertible Notes issuance has been assumed to have occurred as of March 31, 2026 for balance sheet purposes. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for a more accurate understanding of the combined company upon consummation of the Business Combination.

~~Our~~Table ~~directors may decide not to enforce the indemnification obligations~~ of ~~our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.~~Contents

InThe ~~the~~pro ~~event~~forma ~~that~~adjustments ~~the~~included ~~proceeds~~ in the ~~trust~~unaudited ~~account are~~pro ~~reduced~~forma ~~below~~condensed ~~the~~combined ~~lesser~~balance sheet as of ~~(i)~~March ~~$10.00~~31, ~~per~~2026 ~~public share~~ and ~~(ii) the actual amount per public share held~~ in the ~~trust~~unaudited ~~account as~~pro offorma ~~the~~condensed ~~date~~combined ofstatements ~~the liquidation~~ of ~~the~~operations ~~trust~~for ~~account if less than $10.00 per public share due to reductions in~~ the ~~value~~three months ofended ~~the trust assets~~March 31, in2026 ~~each~~and ~~case less taxes payable (but without deduction~~ for ~~any~~the year ~~excise~~ended ~~or similar tax that may be due or payable)~~December 31, ~~and~~2025 ~~our~~are ~~sponsor asserts~~based ~~that~~on itpreliminary is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligationsestimates. ~~While we~~The ~~currently~~final ~~expect~~amounts ~~that~~recorded our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may ~~choose~~differ ~~not~~from ~~to do so in any particular instance if, for example,~~ the ~~cost~~information ~~of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely~~presented. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.

WeFactorial ~~may~~and CGC did not have ~~sufficient~~any ~~funds~~historical relationship prior to ~~satisfy indemnification~~the ~~claims~~Business ofCombination. ~~our~~Accordingly, ~~directors~~no ~~and~~pro ~~officers~~forma adjustments were required to eliminate activities between the companies.

WeThe ~~have~~pro ~~agreed~~forma toshares indemnify our officers and directors to the fullest extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. However, our officers and directors have agreed to waive any right, title, interest or claim of ~~any kind in or to any monies in~~ the ~~trust~~combined ~~account~~common ~~and~~stock toissued not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and ~~directors~~outstanding ~~may~~immediately ~~discourage~~after ~~shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have~~ the ~~effect of~~Business ~~reducing~~Combination ~~the~~are ~~likelihood~~presented of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.below:

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or a bankruptcy or other court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to us or our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.



		Pro Forma Combined
CGC’s Public Shareholders⁽¹⁾		4,548,687
Sponsor and DirectorCo⁽²⁾		5,810,000
PIPE Institutional Investor⁽³⁾		6,340,000
PIPE Sponsor Investor⁽⁴⁾		1,179,404
Factorial Shareholders⁽⁵⁾		89,083,036
Cantor Advisory Fee⁽⁶⁾		62,118
Total shares outstanding		107,023,245

~~If,~~(1) ~~before~~Reflects ~~distributing~~redemption ~~the~~of ~~proceeds~~23,051,313 inCGC ~~the trust~~Class ~~account~~A toShares ~~our~~out ~~public~~of ~~shareholders~~the 27,600,000 weCGC ~~file~~Class aA ~~bankruptcy~~Ordinary orShares ~~insolvency~~available ~~petition~~for orredemption anby ~~involuntary~~CGC ~~bankruptcy~~Public orShareholders ~~insolvency~~prior ~~petition is~~to ~~filed~~the ~~against~~Closing. usNote that isthe ~~not dismissed~~4,548,687 ~~the~~shares ~~claims~~presented ofherein ~~creditors~~include inan ~~such~~aggregate ~~proceeding~~of ~~may~~3,470,764 ~~have~~CGC ~~priority~~Class ~~over~~A Shares (the ~~claims~~“NRA ofShares”) ~~our~~that ~~shareholders and~~ the ~~per~~Institutional ~~share~~Investor ~~amount~~and ~~that~~the ~~would~~Sponsor ~~otherwise~~Investor bepurchased ~~received~~prior byto ~~our~~the ~~shareholders~~Closing into ~~connection~~partially ~~with~~satisfy ~~our~~their ~~liquidation~~PIPE ~~may~~Financing ~~be reduced~~obligations.

~~If,~~(2) ~~before~~Amount ~~distributing~~includes ~~the proceeds in the trust account to our public shareholders~~5, ~~we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed~~710,000 ~~the~~Founder ~~proceeds~~Shares held inby the ~~trust~~Sponsor ~~account~~and ~~could~~100,000 beFounder ~~subject~~Shares toheld ~~applicable~~by ~~bankruptcy~~DirectorCo ~~law, and may be included~~ (in ~~our~~which, ~~bankruptcy~~each ~~estate and subject to the claims~~ of ~~third~~CGC’s ~~parties~~independent ~~with~~directors ~~priority~~hold ~~over~~an ~~the~~interest ~~claims~~in ~~of our shareholders. To the extent any bankruptcy claims deplete the trust account~~30,000 ~~the~~Founder ~~per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced~~Shares).

(3)

Amount includes (i) the Institutional Investor’s subscription for 5,500,000 shares of PubCo Series A Common Stock at a subscription price of $10.00 per share; plus (ii) the constructive transfer at the Closing of an aggregate of 750,000 shares of PubCo Series A Common Stock from the Sponsor to the Institutional Investor; and plus (iii) an aggregate of 90,000 shares of Pubco Series A Common Stock constructively transferred to the Institutional Investor by the Sponsor as part of the Letter Agreement. The effective subscription price of the Institutional Investor is $8.68 per share, taking into account the foregoing transfers from the Sponsor.

(4)

Amount includes (i) the Sponsor Investor’s subscription for 929,404 shares of PubCo Series A Common Stock at a subscription price equal to the Redemption Price; plus (ii) the constructive transfer at the Closing of an aggregate of 250,000 shares of PubCo Series A Common Stock from the Sponsor to the Sponsor Investor. The effective subscription price of the Sponsor Investor is $8.21 per share, taking into account the foregoing transfer from the Sponsor.

(5)

Includes (i) an aggregate of 3,081,263 shares of PubCo Series A Common Stock issued to holder of Factorial Common Stock from conversion of Factorial Common Stock based upon the Consideration Ratio; (ii) an aggregate of 15,512,744 shares of PubCo Series B Common Stock issued to the Factorial Founders from the exchange of shares of Factorial Common Stock based upon the Consideration Ratio; (iii) an aggregate of 67,314,957 shares of PubCo Series A Common Stock issued to holders of Factorial Preferred Stock from the exchange of shares of Factorial Preferred Stock; (iv) an aggregate of 2,811,447 shares of PubCo Series A Common Stock issued to holders of the Factorial Convertible Notes from conversion of the Factorial Convertible Notes along with accrued interest into shares of Factorial Common Stock immediately before the Business Combination and the subsequent exchange into shares of PubCo Series A Common Stock; and (v) an aggregate of 362,625 shares of PubCo Series A Common Stock issued to holders of the Factorial Warrants from their cashless exercise of the warrants for shares of Factorial Preferred Stock and converted into shares of Factorial Common Stock immediately before the Business Combination and subsequent exchange for PubCo Series A Common Stock.

(6)	Amount includes 62,118 shares of PubCo Series A Common Stock issued to Cantor pursuant to the financial advisor engagement letter as outlined in the section entitled “Certain Engagements in Connection with the Business Combination” of the Proxy Statement/Prospectus.

~~Changes~~Table in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of ~~operations.~~Contents

WeUnaudited ~~are~~Condensed ~~subject~~Combined toPro ~~laws~~Forma ~~and~~Balance ~~regulations~~Sheets ~~enacted by~~as ~~national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring~~ of, ~~applicable laws and regulations may be difficult~~March 31, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.2026

~~On January 24, 2024, the SEC adopted a series of new rules relating to SPACs~~ (~~the~~in ~~“SPAC Rules”) requiring~~thousands, ~~among~~except ~~other~~share ~~items, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution~~ and toper ~~conflicts~~share ~~of interest involving sponsors and their affiliates in both SPAC initial public offerings and de-SPAC transactions; (iii~~data) the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and (iv) both the SPAC and the target company’s status as co-registrants on de-SPAC registration statements.

In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

Compliance with the SPAC Rules and related guidance may increase the costs of and the time needed to negotiate and complete an initial business combination and may constrain the circumstances under which we could complete an initial business combination.



		Historical											Pro Forma Combined
								Pro Forma
								Adjustments
								for					Transaction					Pro Forma
								Q2 2026					Accounting					Balance
		CGCT			Factorial			Transactions			Notes		Adjustments			Notes		Sheet
Assets
Current assets:
Cash and cash equivalents		$	396		$	25,449		$	1,040		(a)		$	287,480		(b)		$	118,808
														(240,101)		(f)
														(16,386)		(c)
														60,931		(d)
Deferred offering costs			—			3,468			—					(3,468)		(c)			—
Prepaid expenses and other current assets			113			5,078			—					—					5,191
Total current assets			509			33,995			1,040					88,455					123,999
Restricted cash			—			884			—					—					884
Property and equipment, net			—			20,206			—					—					20,206
Operating lease right-of-use assets, net			—			7,266			—					—					7,266
Other assets			10			40			—					—					50
CGC Investments held in Trust Account			285,869			—			—					(285,869)		(b)			—
Total assets		$	286,388		$	62,391		$	1,040				$	(197,414)				$	152,405
Liabilities, convertible preferred stock and stockholders’ equity (deficit)
Current liabilities:
Accounts payable		$	—		$	656		$	—				$	—				$	656
Accrued expenses			1,312			4,128			—					(3,352)		(c)			2,088
Accrued offering costs			75			—			—					—					75
Operating lease liabilities, current portion			—			1,401			—					—					1,401
Total current liabilities			1,387			6,185			—					(3,352)					4,220
Operating lease liabilities, net of current portion			—			6,817			—					—					6,817
Convertible notes liability			—			24,896			1,040		(a)			(25,936)		(e)			—
Deferred UW fee payable			13,140			—			—					(13,140)		(c)			—
Warrant liability			—			3,484			—					(3,484)		(e)			—
Total liabilities			14,527			41,382			1,040					(45,912)					11,037
Redeemable convertible preferred stock
Factorial Series A-1 redeemable convertible preferred stock			—			327			—					(327)		(e)			—
Factorial Series A-2 redeemable convertible preferred stock			—			655			—					(655)		(e)			—
Factorial Series B-1 redeemable convertible preferred stock			—			2,169			—					(2,169)		(e)			—
Factorial Series C-1 redeemable convertible preferred stock			—			28,303			—					(28,303)		(e)			—
Factorial Series C-2 redeemable convertible preferred stock			—			26,013			—					(26,013)		(e)			—
Factorial Series D redeemable convertible preferred stock			—			192,185			—					(192,185)		(e)			—
CGC Class A common stock subject to redemption			285,869			—			—					(285,869)		(f)			—
Total redeemable convertible preferred stock			285,869			249,652			—					(535,521)					—
Stockholders’ equity (deficit)
PubCo Series A common stock			—			—			—					8		(e)			9
														1		(f)
Pubco Series B common stock			—			—			—					2		(e)			2
CGC Class B Common Stock			1			—			—					(1)		(f)			—
Additional paid-in capital			—			36,285			—					(3,362)		(c)			409,374
														268,142		(e)
														47,379		(f)
														60,931		(d)
Accumulated deficit			(14,009)			(264,151)			—					10,886		(e)			(267,274)
Accumulated other comprehensive income			—			(743)			—					—					(743)
Factorial Treasury stock			—			(34)			—					34		(e)			—
Total stockholders’ equity (deficit)			(14,008)			(228,643)			—					384,020					141,368
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)		$	286,388		$	62,391		$	1,040				$	(197,414)				$	152,405

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

As described in the risk factor above entitled “— Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations,” the SEC’s adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. Our activities may be restricted, including:

· restrictions on the nature of our investments; and

· restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

· registration as an investment company;

· adoption of a specific form of corporate structure; and

· reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SEC’s investment company definition and guidance and intend to identify and complete an initial business combination with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold.

WeTable do not believe that our anticipated activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.Contents

~~Pursuant~~The topro ~~the~~forma ~~trust~~adjustments ~~agreement, the trustee is not permitted~~ to ~~invest in securities or assets other than as described above. By restricting~~ the ~~investment~~unaudited ofcondensed ~~the~~combined ~~proceeds~~pro toforma ~~these instruments,~~balance ~~and~~sheet by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended solely as ~~a temporary depository for funds pending the earliest to occur~~ of: ~~(i)~~March ~~the~~31, ~~completion~~2026 ofconsist ~~our initial business combination; (ii) the redemption~~ of ~~any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify~~ the ~~substance~~ or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein.following:

We(a) ~~are~~Reflects ~~aware~~Factorial’s issuance of ~~litigation~~additional ~~claiming~~Convertible ~~that~~Notes ~~certain SPACs~~in ~~should~~May be2026 ~~considered~~for toan beaggregate ~~investment~~$1,040 ~~companies.~~face ~~Although~~value, wewhich ~~believe~~were ~~that~~converted, ~~these~~along ~~claims~~with ~~were~~accrued ~~without merit~~interest, weinto ~~cannot~~Factorial ~~guarantee~~Common ~~that we~~Stock ~~will~~immediately ~~not~~before bethe ~~deemed~~consummation toof bethe anBusiness ~~investment~~Combination ~~company~~necessitating ~~and~~inclusion ~~thus~~in ~~subject~~these topro ~~the~~forma ~~Investment Company Act~~adjustments. IfNote wethat ~~were~~Factorial ~~deemed~~has toelected ~~be subject to~~ the ~~Investment~~ ~~Company~~Fair ~~Act,~~Value ~~compliance~~Option ~~with these additional regulatory burdens would require additional expenses~~ for ~~which~~the weConvertible ~~have~~Notes ~~not~~in ~~allotted funds~~accordance ~~and~~with ~~may~~ASC ~~hinder~~825, ~~our~~Financial ~~ability~~Instruments; tohowever, ~~complete~~these anpro ~~initial~~forma ~~business~~adjustments ~~combination~~for orthe ~~may~~May ~~result~~2026 intransaction ~~our~~herein ~~winding~~are ~~down~~not ~~our~~giving ~~operations~~effect ~~and our liquidation. If we are unable~~ to ~~complete~~any ~~our~~change ~~initial~~in ~~business~~fair ~~combination,~~value ~~our~~of ~~public~~the ~~shareholders~~notes ~~may receive only approximately $10.00 per share~~ on the ~~liquidation~~date of ~~our~~issuance ~~trust~~stemming ~~account~~from ~~and~~such ~~our~~election. ~~warrants~~Assumptions ~~will~~regarding ~~expire~~changes ~~worthless,~~in ~~and~~fair ~~our~~value, ~~public~~including ~~shareholders~~accrued ~~would~~interest, ~~also~~of ~~lose~~ the ~~possibility~~Factorial ofConvertible anNotes, ~~investment~~are ~~opportunity~~recorded ~~in a target company~~ as ~~well~~transaction asaccounting ~~any~~adjustments ~~potential price appreciation~~ in ~~the combined company following a business combination~~(e).

To(b) ~~mitigate~~Represents the ~~risk~~interest ~~that~~earned, webased ~~might~~on bethe ~~deemed to~~Redemption bePrice anof ~~investment~~$10.41593671 ~~company~~per ~~for~~CGC ~~purposes~~Class ofA ~~the~~Ordinary ~~Investment Company Act~~Share, ~~which~~on ~~risk increases the longer that we hold~~ investments held in the ~~trust~~ ~~account,~~Trust weAccount ~~may,~~held atby ~~any~~CGC ~~time (based on our management team’s ongoing assessment~~ of ~~all factors related to our potential status under the Investment Company Act)~~$1,611, ~~instruct~~and the ~~trustee~~transfer toof ~~liquidate~~both ~~the~~CGC’s investments held in the ~~trust~~Trust ~~account~~Account, and ~~instead to hold~~ the ~~funds~~ ininterest ~~the~~earned ~~trust~~to ~~account~~cash inand cash orequivalents inprior anto ~~interest~~the ~~bearing~~consideration ~~demand~~of ~~deposit~~Redemptions ~~account~~as atoutlined ain ~~bank~~(f). ~~until~~Refer ~~the~~to ~~earlier of~~ the ~~consummation~~below ~~of our~~table ~~initial~~for ~~business~~the ~~combination~~pro orforma ~~our liquidation~~entries. AsThe ainterest ~~result,~~earned ~~following~~is ~~the~~recorded ~~liquidation~~as ofincome ~~investments~~for inCGC ~~the~~through ~~trust~~accumulated ~~account,~~deficit weand ~~would likely~~then ~~receive~~reclassified ~~less~~into ~~interest~~additional onpaid-in ~~the~~capital ~~funds~~because ~~held~~of in the ~~trust~~Business ~~account,~~Combination ~~which~~as ~~would~~described ~~likely~~in ~~reduce~~(f)(i). ~~the~~Refer ~~dollar~~to ~~amount~~the ~~our~~below ~~public~~table ~~shareholders would~~for ~~receive~~the ~~upon~~pro ~~any~~forma ~~redemption or liquidation.~~entries:

The funds to be held in the trust account will, following this offering, be initially held only in U.S. government treasury obligations with a maturity of 185 days or less, in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act and in cash or cash like items (including demand deposit accounts) at a bank. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash or in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. Following such liquidation, we would likely receive less interest on the funds held in the trust account than we would earn if the trust account remained invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the trust account and thereafter to hold all funds in the trust account in cash or in an interest bearing demand deposit account at a bank could reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of our company as compared to what they would have received had the investments not been so liquidated.



		Cash and cash		CGC Investments		Accumulated
		equivalents		held in Trust Account		deficit
Transfer of CGC’s investments held in trust account		287,480		(287,480)
Interest Earned on Investments Held in Trust Account				1,611		(1,611)
Total		287,480		(285,869)		(1,611)

(c)	Reflects the following pro forma adjustments for transaction costs associated with the Business Combination (refer to below table for pro forma entries):

CGC’s transaction expenses of approximately $8,048 related to the Business Combination, of which $11 had been paid as of March 31, 2026 and $8,037 was paid in cash at Closing. The transaction expenses of $8,048 includes a $4,311 underwriting fee, and other transaction costs of $3,737, including $1,147 incurred and expensed through March 31, 2026 (of which $11 had been paid as of March 31, 2026), and $2,590 incurred after March 31, 2026 through the Closing of the Business Combination. The expenses incurred after March 31, 2026, are recorded as expense for CGC through accumulated deficit and then reclassified into additional paid-in capital in consummation of the Business Combination.

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP ASC 805. Under this method of accounting, Factorial is the accounting acquirer, and as a result, qualifying transaction costs incurred by Factorial are treated as deferred offering costs and any balance below the net proceeds from this reverse recapitalization will be charged directly to equity. This recording complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs - SEC Materials” (“ASC 340-10-S99”) and Commission Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs consist of legal and other professional expenses incurred through the balance sheet date that are directly related to the Business Combination and are reflected in shareholders’ equity (deficit) in these pro formas of the Business Combination with any balance below the net proceeds from this Business Combination.

Factorial’s transaction expenses are approximately $10,259 for transaction expenses related to the Business Combination. The transaction expenses of $10,259 include a $5,000 merger underwriting fee paid in both cash and PubCo Series A Common Stock, $3,468 of other related transaction expenses incurred through March 31, 2026 (of which $1,263 had been paid as of March 31, 2026), and $1,791 of other related transaction expenses incurred after March 31, 2026 through the close of the Business Combination. These costs are reflected in additional paid-in capital in these pro formas.

~~Notwithstanding~~Table the measures set forth above, we may still be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. As disclosed above, we may determine, in our discretion, to liquidate the securities held in the trust account at any time and instead hold all funds in the trust account in an interest bearing demand deposit account or as cash or cash items at a bank, which could further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of our company as compared to what they would have received had the investments not been so liquidated. Were we to liquidate our company, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could have consummated an initial business combination. In addition, upon moving the funds from the trust account to a deposit account, we would maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). While we would intend to place our deposits in high-quality banks, only a small portion of the funds in our trust account would be guaranteed by the FDIC.Contents

~~Our~~The ~~search~~$5,000 ~~for~~merger underwriter fee was payable in $2,500 in cash and the remaining $2,500 in a ~~business~~combination of cash and publicly traded common equity securities of the post-combination company. The cash portion of this remaining amount equaled (a) a fraction, ~~and~~ the numerator of which is the amount by which the total proceeds received by the combined company in connection with any ~~target~~equity ~~business~~financing consummated in connection with ~~which~~the weBusiness ~~ultimately~~Combination ~~consummate~~and athe ~~business~~cash ~~combination~~delivered from CGC’s trust account at the Closing exceed $75,000, ~~may~~and bethe ~~materially~~denominator ~~adversely~~of ~~affected~~which is $50,000, multiplied by (b) $2,500, with the ~~continued effects~~remainder payable in shares of ~~the~~common ~~coronavirus~~equity ~~(COVID~~of the post-~~19)~~combination ~~pandemic~~company. Based on actual redemptions, $1,853 was payable in cash, and the ~~status~~remaining of$647 ~~debt~~was ~~and~~payable ~~equity~~in ~~markets~~Pubco Series A Common Stock. The adjustment of the $1,853 aspayment ~~well~~in asPubCo ~~protectionist~~Series A ~~legislation~~Common Stock is reflected in ~~our target~~additional ~~markets~~paid-in capital in these pro formas.

Since late 2019, the COVID-19 pandemic has caused substantial disruption to global economies and markets and the virus has continued to spread on a global scale. A significant outbreak of the COVID-19 and other infectious diseases, including the resurgence or variants thereof, could result in a widespread health crisis that could adversely affect economies and financial markets worldwide, business operations and the conduct of commerce generally and could have a material adverse effect on the business of any potential target business with which we complete a business combination. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner or even to conduct requisite due diligence. In addition, countries or supranational organizations in our target markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity and new variants of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. While vaccines for COVID-19 have been developed, there is no guarantee that such vaccines will be durable. The treatment or vaccine for COVID-19 and any potentially emerging variants may be ineffective or underutilized. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Finally, the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East and Southwest Asia.



		Deferred				Deferred		Cash and		Additional
		UW Fee		Accrued		Offering		cash		paid-in
		Payable		Expenses		Costs		equivalents		capital
CGC cash payments of transaction expenses and adjustments		(13,140)		(1,147)				(8,037)		6,250
Factorial cash payments of transaction expenses				(2,205)		(3,468)		(8,349)		(9,612)
Total		(13,140)		(3,352)		(3,468)		(16,386)		(3,362)

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

(d)

At the Merger Effective Time, the Institutional Investor purchased from PubCo an aggregate of 6,340,000 shares of PubCo Series A Common Stock for an aggregate purchase price of $55,000, pursuant to a stock purchase agreement and the Sponsor Investor purchased from PubCo an aggregate of 1,179,404 shares of PubCo Series A Common Stock, for an aggregate purchase price of $9,681 pursuant to a stock purchase agreement. The Institutional Investor and the Sponsor Investor satisfied in part their purchase obligations under the stock purchase agreements through purchases of 3,470,764 NRA Shares in the aggregate at market prices. Such shares were subject to Non-Redemption Agreements and the proceeds from CGC’s trust account released at Closing reflect non-redemption of such shares. CGC incurred PIPE Financing transactions costs of $3,750, leading to net PIPE Financing proceeds of $60,931.

(e)

Reflects the following pro forma adjustments for conversion of historical Factorial instruments associated with the Business Combination and the elimination of CGC accumulated deficit:

The assumption includes the conversion of the $15,340 face value of the Factorial Convertible Notes which converted, at fair value, in accordance with the respective agreements resulting in 766,397 shares of Factorial Common Stock. The resulting 766,397 shares of Factorial Common Stock were then exchanged into 2,811,447 shares of PubCo Series A Common Stock with a $0.0001 par value per share in accordance with the Business Combination. The Company elected the Fair Value Option for the Factorial Convertible Notes in accordance with ASC 825, Financial Instruments. The Factorial Convertible Notes issued from issuance respectively through the three months ended March 31, 2026, included an aggregate fair value adjustment of $10,596 as of March 31, 2026. The pro forma adjustments also give effect to the change in conversion value of the Factorial Convertible Notes issued in May 2026 as a result of the Business Combination representing its carrying value of May 2026 Notes plus assumed interest through June 5, 2026 for pro forma purposes. As such, the estimated carrying value of the Factorial Convertible Notes required an incremental adjustment to accumulated deficit of $3,123, which consists of incremental value inclusive of the conversion value of interest to adjust the Factorial Convertible Notes to $29,059 as of the Merger Effective Time.

ii.

The conversion of 18,349,937 shares of Factorial Preferred Stock into Factorial Common Stock on a one-to-one basis and then exchanged into 67,314,957 shares of PubCo Series A Common Stock with a $0.0001 par value per share.

iii.

The cashless exercise of 295,558 Factorial Warrants into 362,625 shares of Factorial Common Stock immediately before the consummation of the Business Combination and then exchanged into 372,907 PubCo Series A Common Stock.

iv.

The exchange of 839,951 shares of Factorial Common Stock into 3,081,263 shares of PubCo Series A Common Stock with a $0.0001 par value per share.

The exchange of 4,228,739 shares of Factorial Common Stock into 15,512,744 shares of PubCo Series B Common Stock with a $0.0001 par value per share. This adjustment has no impact on additional paid-in capital.

vi.

The removal of Factorial Treasury Stock into additional paid-in capital immediately prior to the Merger Effective Time by the Company as treasury stock was be automatically cancelled and extinguished, and no consideration was paid with respect thereto.

~~Any~~Table of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination.Contents

vii. The ~~extent~~elimination ~~and~~of ~~duration~~historical ofCGC ~~the~~accumulated ~~ongoing~~deficit ~~conflicts~~of $14, ~~resulting~~009, ~~sanctions~~through ~~and~~additional ~~any~~paid-in ~~related~~capital, ~~market~~net ~~disruptions~~of ~~are~~the ~~impossible~~accumulated todeficit ~~predict,~~impact ~~but~~of ~~could~~the beassumed ~~substantial~~$3,123 ~~particularly~~change ifin ~~current~~fair ~~or new~~value ~~sanctions~~on ~~continue~~the ~~for~~Factorial anConvertible ~~extended~~Notes ~~period~~discussed ofin ~~time~~footnote or(e)(i). ifThe ~~geopolitical~~income ~~tensions~~impact ~~result~~of inthe ~~expanded~~CGC ~~military~~pro ~~operations~~forma oninterest aearned ~~global~~on ~~scale. Any~~investments ~~such~~held ~~disruptions~~in ~~may~~Trust ~~also~~of ~~have~~$1,611 ~~the~~discussed ~~effect~~in offootnotes ~~heightening~~(b) ~~many~~and of(f)(i) and the ~~other~~accumulated ~~risks~~deficit ~~described~~impact inof ~~this~~the ~~section.~~CGC Iftransaction ~~these~~costs ~~disruptions~~estimated ~~or other~~to ~~matters~~be ofincurred ~~global~~after ~~concern~~May ~~continue~~31, ~~for~~2026 ~~an extensive period~~ of ~~time~~$2,590 ~~our~~discussed ~~ability~~in tofootnote ~~consummate~~(c) anare ~~initial~~reclassified ~~business~~into ~~combination,~~additional ~~or the~~paid-in ~~operations~~capital ofdue ato ~~target~~the ~~business~~effects ~~with~~of ~~which~~the weBusiness ~~may~~Combination ~~ultimately~~as ~~consummate~~they anrepresent ~~initial~~income ~~business~~and ~~combination,~~expenses ~~may~~of beCGC ~~materially~~that ~~adversely affected~~are eliminated.

~~Military~~(f) orReflects ~~other conflicts in Ukraine,~~ the ~~Middle~~ ~~East~~following ~~and~~pro ~~Southwest~~forma ~~Asia~~adjustments ~~or elsewhere may lead to increased volume and price volatility~~ for ~~publicly~~redemptions ~~traded~~associated ~~securities,~~with ~~or affect~~ the ~~operations~~Business orCombination ~~financial~~(refer ~~condition~~to ofbelow ~~potential~~table ~~target companies, which could make it more difficult~~ for uspro toforma ~~consummate an initial business combination.~~entries):

~~Military~~i. ~~or other conflicts in Ukraine~~4, ~~the Middle East~~548,687 ~~Southwest~~CGC ~~Asia~~Class orA ~~elsewhere~~Ordinary ~~may~~shares ~~lead~~previously subject to ~~increased~~redemption ~~volume and price volatility~~ for ~~publicly~~cash ~~traded~~but ~~securities,~~not orredeemed ~~affect~~(accreted to the ~~operations or~~Redemption ~~financial~~Price ~~condition~~through ofan ~~potential~~adjustment ~~target companies, and~~ to ~~other~~accumulated ~~company~~deficit orof ~~industry-specific~~$1,611 ~~national,~~through ~~regional~~the oradjustment ~~international~~discussed ~~economic disruptions~~in ~~and~~footnote ~~economic~~(b)) ~~uncertainty,~~and ~~any~~transferred ~~of which could make it more difficult for us~~ to ~~identify~~shareholders’ aequity ~~business~~at ~~combination~~$0.00001 ~~target~~par ~~and consummate an initial business combination on acceptable commercial terms, or at all~~value.

Ifii. weThe ~~are~~conversion ~~unable~~of to6,900,000 ~~consummate~~CGC ~~our~~Class ~~initial business~~B ~~combination~~Shares ~~within~~into ~~the~~6,900,000 ~~completion~~shares ~~window~~of PubCo Series A Common Stock, ~~our~~with ~~public~~a ~~shareholders~~par ~~may~~value be$0.00001 ~~forced~~per toshare. ~~wait~~Additionally, ~~beyond~~both ~~24 months~~the ~~before~~CGC ~~redemption from~~Private ~~our~~Warrants ~~trust~~and ~~account~~CGC Public Warrants survive the Business Combination and convert into PubCo Warrants and therefore result in no pro forma financial statement impact.

If we are unable to consummate our initial business combination within the completion window, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the end of the completion window before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto or amend certain provisions of our amended and restated memorandum and articles of association and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination within the completion window and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

 

CGC

 

Class A

Common

CGC

PubCo

Cash

Stock

Class B

Series A

Additional

and

Subject to

Common

Accumulated

common

paid-in

cash

Redemption

Stock

deficit

stock

capital

equivalents

Redemptions

(285,869)

—

(1,611)

—

47,379

(240,101)

CGC Class B Conversion

(1)

Total

(285,869)

(1)

(1,611)

47,379

(240,101)

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

WeTable ~~may not hold an annual general meeting until after the consummation~~ of our initial business combination, which could delay the opportunity for our public shareholders to discuss company affairs with management, and the holders of our Class A ordinary shares will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination.Contents

InUnaudited ~~accordance~~Condensed ~~with~~Combined ~~Nasdaq~~Pro ~~corporate~~Forma ~~governance requirements,~~Statement we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination.Operations

~~Because~~For wethe ~~are~~Three Months ~~neither~~Ended ~~limited to evaluating a target business in a particular industry or sector~~March 31, ~~nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.~~2026

Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue our initial business combination (in ~~any business industry or sector~~thousands, weexcept ~~intend~~share ~~to focus on seeking high-growth businesses with proven or potential transnational operations or outlooks in order to capitalize on the experience, reputation,~~ and ~~network~~per ofshare our management team. Furthermore, we intend to seek target businesses where we believe we will have an opportunity to drive ongoing value creation after our initial business combination is completed, as our management team has done with multiple investments over a wide range of sectors, industries and geographical locations. However, our amended and restated memorandum and articles of association prohibit us from effectuating a business combination solely with another blank check company or similar company with nominal operations.data)

Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. In recent years, a number of target businesses have underperformed financially post-business combination. There are no assurances that the target business with which we consummate our initial business combination will perform as anticipated. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

 

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Filing Compare · Factorial Energy Inc.