Factorial Energy: Entry Into A Material Definitive Agreement, Completion Of Acquisition Of Disposition Of Assets, Unregistered Sale Of Equity Securities, Material Modification To Rights Of Security Holders, Change In Registrant’s Certifying Accountant, Changes In Control Of Registrant, Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year, Amendments To The Registrant’s Code Of Ethics, Or Waiver Of A Provision Of The Code Of Ethics, Change In Shell Company Status, Regulation Fd Disclosure, Other Information, Financial Statements And Exhibits

Item 1.01. Entry into a Material Definitive Agreement A&R Registration Rights Agreement In connection with the Closing, PubCo, Sponsor, Cantor and certain stockholders of Factorial entered into an amended and restated registration rights agreement (“A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, among other things, PubCo agreed that, within 30 calendar days following the Closing Date, PubCo will file with the Commission (at PubCo’s sole cost and expense) a registration statement registering the resale of certain shares of PubCo Series A Common Stock held by or issuable to the parties thereto (the “Resale Registration Statement”), and PubCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders are entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The PIPE Investors also have demand registration rights pursuant to the terms of the Investor Stock Purchase Agreements. Approximately 80.6 million shares of PubCo Series A Common Stock will be subject to registration rights pursuant to the A&R Registration Rights Agreement and Investor Stock Purchase Agreements immediately following the Closing, representing approximately 88.1% of the total issued and outstanding shares of PubCo Series A Common Stock following the Business Combination. For more information, see “Proposal No. 1 - The Business Combination Proposal - Ancillary Agreements - A&R Registration Rights Agreement.” The foregoing description for the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. Lock-Up Provisions of PubCo Bylaws Reference is made to the disclosure set forth below under Item 5.03 of this Current Report concerning the lock-up provisions in the PubCo Bylaws (as defined below), which is incorporated herein by reference. A&R Warrant Agreement In connection with the Closing, PubCo and Continental Stock Transfer & Trust Company entered into an amended and restated warrant agreement (“A&R Warrant Agreement”). Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “Description of PubCo Securities – PubCo Warrants,” which is incorporated herein by reference. This description is qualified in its entirety by reference to the full text of the A&R Warrant Agreement, a copy of which is attached as Exhibit 4.2 hereto and is incorporated herein by reference. Indemnification Agreements On the Closing Date, PubCo entered into indemnification agreements with each of its directors and officers and, prior to the Closing Date, purchased directors’ and officers’ liability insurance. The indemnification agreements require PubCo to indemnify its directors and officers to the fullest extent permitted under Delaware law. The foregoing description of the indemnification agreements with each of the directors and officers does not purport to be complete and is qualified in its entirety by reference to the full text of the forms of indemnification agreement, which are filed as Exhibit 10.14 and Exhibit 10.15 to this Current Report, respectively, and are incorporated herein by reference. Factorial Energy Inc. 2026 Equity Incentive Plan At the EGM, CGC shareholders approved the Factorial Energy Inc. 2026 Equity Incentive Plan (the “PubCo Incentive Plan”), which became effective on the day immediately prior to the Closing. The PubCo Incentive Plan allows PubCo to make equity and equity-based incentive awards to officers, employees, non-employee directors and consultants. The board of directors of PubCo (the “PubCo Board”) anticipates that providing such persons with a direct stake in PubCo will assure a closer alignment of the interests of such individuals with those of PubCo and its stockholders, thereby stimulating their efforts on PubCo’s behalf and strengthening their desire to remain with PubCo. The PubCo Incentive Plan will be administered by the PubCo Board, the compensation committee of the PubCo Board or such other similar committee pursuant to the terms of the PubCo Incentive Plan. The plan administrator, which initially will be the compensation committee of the PubCo Board, will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants and to determine the specific terms and conditions of each award, subject to the provisions of the PubCo Incentive Plan. The plan administrator may delegate to a subcommittee consisting of one or more members of the PubCo Board, or a committee consisting of one or more officers, the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and not members of the delegated subcommittee or committee, subject to certain limitations and guidelines. The total number of shares of PubCo Series A Common Stock initially reserved for issuance under the PubCo Incentive Plan was 21,000,000 shares (the “Initial Limit”). The PubCo Incentive Plan provides that the number of shares reserved and available for issuance thereunder will automatically increase on January 1, 2027 and each January 1 thereafter by (i) 5% of the sum of (a) the number of shares of PubCo Common Stock issued and outstanding and (b) the number of shares of PubCo Series A Common Stock issuable pursuant to the exercise of any outstanding, pre-funded warrants to acquire PubCo Common Stock for a nominal exercise price (“Outstanding Shares”) on the immediately preceding December 31 or (ii) such lesser number of shares as determined by the administrator of the PubCo Incentive Plan (the “Annual Increase”). These limits are subject to adjustment in the event of a reorganization, recapitalization, reclassification, stock split, stock dividend, extraordinary cash dividend, reverse stock split or other similar change in PubCo’s capitalization. The maximum aggregate number of shares of PubCo Series A Common Stock that may be issued upon exercise of incentive stock options under the PubCo Incentive Plan shall not exceed the Initial Limit cumulatively increased on January 1, 2027 and on each January 1 thereafter by the lesser of the Annual Increase or 7,250,000 shares of PubCo Series A Common Stock, subject, in each case, to any adjustments permitted under the PubCo Incentive Plan. Shares of PubCo Series A Common Stock underlying any awards under the PubCo Incentive Plan that are forfeited, canceled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by PubCo prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) are added back to the shares of PubCo Series A Common Stock available for issuance under the PubCo Incentive Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares that may be issued as incentive stock options. Shares repurchased by PubCo on the open market will not be added to the shares of available for issuance under the PubCo Incentive Plan. A more complete summary of the terms of the PubCo Incentive Plan is included in the Proxy Statement/Prospectus in the section titled “Proposal No. 6 - The Incentive Plan Proposal”. That summary and the foregoing description of the PubCo Incentive Plan are qualified in their entirety by reference to the full text of the PubCo Incentive Plan, a copy of which is filed as Exhibit 10.17 to this Current Report and is incorporated herein by reference. Factorial Energy Inc. 2026 Employee Stock Purchase Plan At the EGM, CGC shareholders approved the Factorial Energy Inc. 2026 Employee Stock Purchase Plan (the “ESPP”), which became effective on the day immediately prior to the Closing. The ESPP has two components: a component intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code (the “423 Component”) and a component that is not intended to so qualify, (the “Non-423 Component”). Except as otherwise provided, the Non-423 Component will be operated and administered in the same manner as the 423 Component, except where prohibited by law. The number of shares of PubCo Common Stock initially reserved and authorized for issuance under the ESPP was 1,830,211 shares of PubCo Series A Common Stock. The ESPP provides that the number of shares reserved and available for issuance thereunder will automatically increase each January 1, beginning on January 1, 2027 and ending on January 1, 2036, by the least of (i) 2% of our Outstanding Shares on the immediately preceding December 31, (ii) 3,000,000 shares of PubCo Series A Common Stock and (iii) such number of shares of PubCo Series A Common Stock as determined by the administrator of the ESPP. If our capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the ESPP will be appropriately adjusted. A more complete summary of the terms of the ESPP is included in the Proxy Statement/Prospectus in the section titled “Proposal No. 7 - The ESPP Proposal”. That summary and the foregoing description of the ESPP are qualified in their entirety by reference to the full text of the ESPP, a copy of which is filed as Exhibit 10.18 to this Current Report and incorporated herein by reference. Item 2.01. Completion of Acquisition of Disposition of Assets The disclosure set forth in the “Introductory Note” above is incorporated by reference in Item 2.01 of this Current Report. A more complete summary of the material provisions of the Business Combination Agreement is included in the Proxy Statement/Prospectus in the section titled “Proposal No. 1 - The Business Combination - Structure of the Business Combination”. That summary and the description of the Business Combination Agreement included in this Current Report are qualified in their entirety by reference to the full text of the Business Combination Agreement, a copy of which is filed as Exhibits 2.1 through 2.3 to this Current Report and are incorporated herein by reference. FORM 10 INFORMATION Item 2.01(f) of Form 8-K states that if a predecessor registrant was a “shell company” (as defined in Rule 12b-2 under the Exchange Act), as PubCo was immediately before the consummation of the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration on Form 10. As a result of the consummation of the Business Combination, PubCo ceased to be a shell company. Accordingly, PubCo is providing the information below that would otherwise be included in a Form 10 if it were to file a Form 10. Note that the information provided below relates to PubCo after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. On the Closing Date and after the consummation of the Business Combination, CGC became a holding company whose only assets consist of equity interests in Factorial, its wholly-owned subsidiary. Forward-Looking Statements Certain statements included in this Current Report and the exhibits hereto that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of product development activities; financing and other business milestones; and potential benefits of the Business Combination. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of PubCo’s management 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 by an investor 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 assumptions. Many actual events and circumstances are beyond the control of PubCo. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; economic uncertainty and capital markets disruption, which has been significantly impacted by a new U.S. presidential administration and accompanying regulatory activities and economic policies and events related thereto, ongoing military conflicts and geopolitical instability and inflation and interest rates; failure to realize the anticipated benefits of the Business Combination; the ability to maintain the listing of the PubCo Series A Common Stock on Nasdaq; future financial performance of PubCo following the Business Combination; international trade disputes, including threatened or implemented tariffs by the U.S. and threatened or implemented tariffs by foreign countries in retaliation; the effects of competition on PubCo’s future business; PubCo’s limited operating history; risks associated with PubCo’s efforts to commercialize its products; PubCo’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 PubCo’s business; intellectual property-related claims; PubCo’s dependence upon its key personnel and ability to attract and retain such personnel and additional qualified personnel; and PubCo’s ability to source the raw materials for its products. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Current Report and in any document incorporated by reference herein are more fully described in the Proxy Statement/Prospectus in the section titled “Risk Factors.” Such risk factors are not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can PubCo assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to PubCo or to persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. PubCo undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Business The business of PubCo is described in the Proxy Statement/Prospectus in the section titled “Information about Factorial,” which is incorporated herein by reference. Risk Factors The risk factors related to the business and operations of PubCo are described in the Proxy Statement/Prospectus in the section titled “Risk Factors,” which is incorporated herein by reference. Financial Information Historical Audited Financial Statements The audited financial statements of Factorial as of and for the years ended December 31, 2025 and 2024 are included in the Proxy Statement/Prospectus beginning on page F-25, and are incorporated herein by reference. Historical Unaudited Condensed Financial Statements The unaudited condensed financial statements as of and for the three months ended March 31, 2026 and 2025 of Factorial are set forth in Exhibit 99.1 hereto and are incorporated herein by reference. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to the regulations of the Commission. The unaudited condensed financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of Factorial’s financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed financial statements should be read in conjunction with the audited financial statements of Factorial as of and for the years ended December 31, 2025 and December 31, 2024, and the related notes included in the Proxy Statement/Prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Factorial” included herein and incorporated by reference. Reference is further made to the disclosure contained in CGC’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and filed with the Commission on May 15, 2026 (“CGC’s 10-Q”), including the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025, and related notes, which is incorporated herein by reference. Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s discussion and analysis of the financial condition and results of operation of Factorial for the years ended December 31, 2025 and 2024 is included in the Proxy Statement/Prospectus in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Factorial,” which is incorporated herein by reference. Management’s discussion and analysis of the financial condition and results of operations of Factorial for the three months ended March 31, 2026 and 2025 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference. Management’s discussion and analysis of financial condition and results of operations of CGC for the three months ended March 31, 2026 is described in CGC’s Form 10-Q in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference. Qualitative and Quantitative Disclosures about Market Risk As a “smaller reporting company,” PubCo is not required to provide this information. Properties The properties of PubCo are described in the Proxy Statement/Prospectus in the section titled “Information about Factorial - Facilities,” which is incorporated herein by reference. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information regarding the beneficial ownership of the PubCo Common Stock following consummation of the Business Combination by: ·each person known by PubCo to be the beneficial owner of more than 5% of the PubCo Series A Common Stock immediately following the consummation of the Business Combination; ·each of the named executive officers and directors of PubCo; and ·all of the executive officers and directors of PubCo as a group after the consummation of the Business Combination. Beneficial ownership is determined in accordance with the rules and regulations of the Commission. A person is a “beneficial owner” of a security if that person has or shares “voting power”, which includes the power to vote or to direct the voting of the security, or “investment power”, which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days. Unless otherwise indicated, PubCo believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them. The beneficial ownership of the PubCo Common Stock is based on 91,510,501 shares of PubCo Series A Common Stock and 15,512,744 shares of PubCo Series B Common Stock issued and outstanding as of the Closing Date. Read More

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