Factorial Energy Inc. 10-Q

Item 5. Other Information 10b5-1 Trading Arrangements On June 11, 2026 , Jason Duva , our General Counsel , entered into a written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Subject to the terms of the plan, Mr. Duva may sell up to 600,000 shares of our Series A Common Stock, representing shares issuable upon exercise of outstanding stock options with an exercise price of $0.88 per share. The plan will terminate on June 11, 2027 , or upon the earlier completion of all transactions under the plan. The plan was adopted during an open trading window, and no sales will commence under the plan until completion of the applicable cooling-off period required by Rule 10b5-1(c). On June 16, 2026 , Siyu Huang , our Chief Executive Officer , as trustee of the North Point Family Trust, entered into a written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Subject to the terms of the plan, the North Point Family Trust may sell up to 1,103,706 shares of our Series A Common Stock, including shares issuable upon exercise and/or conversion of shares of our Series B Common Stock. The plan will terminate on June 16, 2027 , or upon the earlier completion of all transactions under the plan. The plan was adopted during an open trading window, and no sales will commence under the plan until completion of the applicable cooling-off period required by Rule 10b5-1(c). Such shares of Series A Common Stock subject to the plan constitute approximately 5.1% of the aggregate of 21,597,865 shares of Series A Common Stock beneficially owned by Dr. Huang and Dr. Yu. On June 16, 2026 , Alex Yu , our Chief Technology Officer , as trustee of the Danehy Family Trust, entered into a written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Subject to 69 Table of Contents the terms of the plan, the Danehy Family Trust may sell up to 1,536,242 shares of our Series A Common Stock, including shares issuable upon exercise and/or conversion of shares of our Series B Common Stock. The plan will terminate on June 16, 2027 , or upon the earlier completion of all transactions under the plan. The plan was adopted during an open trading window, and no sales will commence under the plan until completion of the applicable cooling-off period required by Rule 10b5-1(c). Such shares of Series A Common Stock subject to the plan constitute approximately 7.1% of the aggregate of 21,597,865 shares of Series A Common Stock beneficially owned by Dr. Huang and Dr. Yu. During the three months ended June 30, 2026, none of our other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K). Item 6. Exhibits The following exhibits are either filed or furnished with, or incorporated by reference into, this Quarterly Report on Form 10-Q. Exhibit No. Description 2.1† Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian Growth Corporation III, Fenway MS, Inc., and Factorial Inc. (incorporated by reference to Annex A 1 in the Registrant’s proxy statement/prospectus filed on May 6, 2026). 2.2 Amendment No. 1 to Business Combination Agreement, dated as of March 26, 2026, by and among Cartesian Growth Corporation III, Fenway MS, Inc., and Factorial Inc. (incorporated by reference to Annex A 2 in the Registrant’s proxy statement/prospectus filed on May 6, 2026). 2.3 Amendment No. 2 to Business Combination Agreement, by and among Cartesian Growth Corporation III, Factorial Inc. and Fenway MS, Inc., dated as of May 18, 2026 (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 3.1 Factorial Energy Inc. Certificate of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 3.2 Factorial Energy Inc. Bylaws (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 4.1 Specimen Series A Common Stock Certificate of Factorial Energy Inc. (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 4.2 Amended and Restated Warrant Agreement, dated June 5, 2026, between Factorial Energy Inc. and Continental Stock Transfer & Trust Company. (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.1 Amended and Restated Registration Rights Agreement, dated as of June 5, 2026, by and between the Registrant, CGC III Sponsor LLC, CGC III Sponsor DirectorCo LLC, Cantor Fitzgerald & Co., certain former stockholders of Factorial Inc., and other persons and entities (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.2 Form of Investor Stock Purchase Agreement, dated December 17, 2025, by and between the Registrant and each PIPE Investor (incorporated by reference to Annex E in the Registrant’s proxy statement/prospectus filed on May 6, 2026). 10.3#^ Common Development Agreement, dated November 26, 2021, by and between Factorial Inc. and Mercedes-Benz Research & Development North America, Inc., as amended by that certain Amendment #1, dated August 1, 2025 (incorporated by reference to the exhibit 10.26 to Registrant’s Registration Statement on Form S 4/A filed on April 14, 2026). 10.4#^ Joint Development Agreement, dated August 20, 2021, by and between Factorial Inc. and Hyundai Motor Company (incorporated by reference to the exhibit 10.27 to Registrant’s Registration Statement on Form S 4/A filed on April 14, 2026). 10.5#^ Collaboration Agreement, dated August 1, 2025, by and between Factorial Inc. and FCA US LLC (incorporated by reference to the exhibit 10.25 to Registrant’s Registration Statement on Form S 4/A filed on April 14, 2026). 10.6#^ Joint Development Agreement, dated February 2, 2026, by and between Factorial Inc. and PowerCo SE (incorporated by reference to the exhibit 10.24 to Registrant’s Registration Statement on Form S 4 filed on March 27, 2026). 10.7^ Sublease, by and among 805 Middlesex Turnpike Owner LLC, ClearMotion, Inc. and Factorial Inc., dated November 11, 2022 (incorporated by reference to the exhibit 10.25 to Registrant’s Registration Statement on Form S 4 filed on March 27, 2026). 70 Table of Contents Exhibit No. Description 10.8+ Employment Agreement by and between the Registrant and Siyu Huang (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.9+ Employment Agreement by and between the Registrant and Alex Yu (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.10+ Employment Agreement by and between the Registrant and Jason Duva (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.11+ Employment Agreement by and between the Registrant and Richard Wei (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.12+ E mployment Agreement by and between the Registrant and Joseph Taylor (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.13+ Form of Restrictive Covenant Agreement (incorporated by reference to the exhibit 10.20 to Registrant’s Registration Statement on Form S 4/A filed on April 14, 2026). 10.14+ 2026 Equity Incentive Plan of Factorial Energy Inc., and forms of award agreements thereunder (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.15+ 2026 Employee Stock Purchase Plan of Factorial Energy Inc. (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.16+ Executive Change in Control Severance Plan of Factorial Energy Inc. (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.17+ Senior Executive Cash Incentive Bonus Plan of Factorial Energy Inc. (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.18+ Form of Director Indemnification Agreement (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.19+ Form of Officer Indemnification Agreement (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 10.20+ Non-Employee Director Compensation Policy of Factorial Energy Inc. (incorporated by reference to the Registrant’s Current Report on Form 8 K filed on June 10, 2026). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1⁑* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2⁑* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ___________________________________________ * Filed herewith. † Certain schedules and similar attachments to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted schedules and similar attachments to the SEC upon its request. # Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the registrant has determined they are not material and is the type of information that the registrant treats as private or confidential. ^ Certain schedules and similar attachments to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted schedules and similar attachments to the Commission upon its request. + Indicates management contract or compensatory plan. 71 Table of Contents ⁑ This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. 72 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FACTORIAL ENERGY INC. Date: August 11, 2026 By: /s/ Siyu Huang Siyu Huang Co-founder, Chief Executive Officer and Director (Principal Executive Officer) Date: August 11, 2026 By: /s/ Richard Wei Richard Wei Chief Financial Officer (Principal Financial Officer) 73