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 operations or outlooks.

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

• Sponsor is affiliated with Cartesian Capital Group, which has managed over $3 billion in committed capital and executed 55+ investments across 30 countries.

• No specific target identified or discussions initiated with any business combination target.

Financial performance and metrics

• As of December 31, 2024: working capital deficit of $281,296, total assets of $266,878, and total liabilities of $284,498.

• Net loss of $42,620 for the period from inception through December 31, 2024.

• No revenues generated; all activity to date relates to formation and offering preparation.

• Substantial doubt exists about ability to continue as a going concern without successful capital raise.

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 U.S. government securities or money market funds.

• Approximately $1.25 million of net proceeds not held in trust will be used for legal, accounting, due diligence, regulatory, and administrative expenses.

• Proceeds from trust account to be used for business combination, redemptions, deferred underwriting commissions, and post-combination corporate purposes.

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