Factorial Energy (FAC) Registration filing summary

Company overview and business model

• Formed as a Cayman Islands exempted company to pursue a merger, share exchange, asset acquisition, or similar business combination with one or more businesses.

• No operations or revenues to date; focus is on high-growth businesses with transnational potential.

• Management team and sponsor have prior SPAC experience and extensive global private equity backgrounds.

• Target businesses are expected to have proven models, significant growth potential, and alignment with responsible investment principles.

Financial performance and metrics

• As of December 31, 2024, reported a working capital deficit of $281,296 and total assets of $266,878.

• No revenues or operating activities to date; all activity relates to formation and IPO preparation.

• Substantial doubt exists about ability to continue as a going concern until IPO proceeds are raised.

Use of proceeds and capital allocation

• $200 million (or $230 million if over-allotment is exercised) to be placed in a U.S.-based trust account, invested in short-term U.S. government securities.

• Approximately $1.25 million of net proceeds not held in trust will fund working capital, legal, accounting, due diligence, and administrative expenses.

• Up to $1.5 million in working capital loans may be convertible into warrants at $1.00 per warrant, potentially diluting public shareholders.