| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 06/05/2026 | 3. Issuer Name and Ticker or Trading Symbol
Factorial Energy Inc. [ FAC ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Common Stock | (1) | (1) | Series A Common Stock | 366,840 | (1) | I | By spouse(2) |
| Series B Common Stock | (1) | (1) | Series A Common Stock | 5,848,182 | (1) | I | By Danehy Family Trust(3) |
| Series B Common Stock | (1) | (1) | Series A Common Stock | 7,383,194 | (1) | I | By North Point Family Trust(3) |
| Series B Common Stock | (1) | (1) | Series A Common Stock | 1,914,528 | (1) | I | By Siyu Huang 2024 Family Trust dated March 1, 2024(3) |
| Stock Option (Right to Buy) | (4) | 01/23/2035 | Series A Common Stock | 108,471 | $0.88 | D | |
| Stock Option (Right to Buy) | (4) | 01/23/2035 | Series A Common Stock | 108,471 | $0.88 | I | By spouse(2) |
| Stock Option (Right to Buy) | (4) | 04/09/2032 | Series A Common Stock | 2,694,516 | $0.88 | D | |
| Stock Option (Right to Buy) | (4) | 04/09/2032 | Series A Common Stock | 1,347,256 | $0.88 | I | By spouse(2) |
| Stock Option (Right to Buy) | (5) | 08/24/2032 | Series A Common Stock | 1,157,199 | $0.88 | D | |
| Stock Option (Right to Buy) | (5) | 08/24/2032 | Series A Common Stock | 412,145 | $0.88 | I | By spouse(2) |
| Stock Option (Right to Buy) | (4) | 03/12/2035 | Series A Common Stock | 154,539 | $0.88 | D | |
| Stock Option (Right to Buy) | (4) | 03/12/2035 | Series A Common Stock | 135,221 | $0.88 | I | By spouse(2) |
| Stock Option (Right to Buy) | (6) | 10/07/2035 | Series A Common Stock | 183,420 | $2.64 | D | |
| Stock Option (Right to Buy) | (6) | 10/07/2035 | Series A Common Stock | 183,420 | $2.64 | I | By spouse(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of Series B Common Stock is convertible at any time at the option of the holder into one share of Series A Common Stock and has no expiration date. Each share of Series B Common Stock will convert automatically upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. |
| 2. Securities held directly by Dr. Huang's spouse, Dr. Yu. Dr. Yu is a director and the Chief Technology Officer of the Issuer. |
| 3. Dr. Siyu Huang serves as investment trustee of each of the Danehy Family Trust and Siyu Huang Family Trust dated March 1, 2024, and Dr. Alex Yu serves as investment trustee of the North Point Family Trust. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by them for Section 16 or any other purpose. |
| 4. The shares underlying this option are fully vested and exercisable. |
| 5. 25% of the shares underlying this option vested on August 25, 2023, with the remainder vesting in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. |
| 6. 25% of the shares underlying this option shall vest on September 4, 2026, with the remainder vesting in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. |
| Remarks: |
| Exhibit 24.1: Power of Attorney for Siyu Huang; Exhibit 24.2: Power of Attorney for Yingchao "Alex" Yu |
| /s/ Richard Wei, Attorney-in-Fact | 06/12/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||