Factorial Energy Inc.

As filed with the U.S. Securities and Exchange Commission on June 30, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FACTORIAL ENERGY INC.

(Exact Name of Registrant as Specified in Its Certificate of Incorporation)

805 Middlesex Turnpike

Billerica, MA 01821

(617) 315-9733

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Siyu Huang

Chief Executive Officer

805 Middlesex Turnpike

Billerica, MA 01821

(617) 315-9733**(Name, address, including zip code, and telephone number, including area code, of agent for service)**

Copies to:

Jocelyn M. Arel

Jeffrey A. Letalien

Goodwin Procter LLP

620 Eighth Avenue

New York, NY 10018

(212) 813-8800

**Approximate date of commencement of proposed sale to the public:**From time to time after the effective date of this Registration Statement

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine**.**

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED JUNE 30, 2026

PRELIMINARY PROSPECTUS

Factorial Energy Inc.

86,441,489 Shares of Series A Common Stock by the Selling Securityholders

13,800,000 Shares of Series A Common Stock Issuable Upon the Exercise of Public Warrants

This prospectus relates to (i) the issuance by Factorial Energy Inc. (the “Company” or “Factorial Energy”) of up to 13,800,000 shares of Factorial Energy Inc. Series A Common Stock that may be issued upon the exercise of the Factorial Energy Public Warrants (as defined below), and (ii) the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 86,441,489 shares of Series A Common Stock, par value $0.00001 per share of Factorial Energy Inc. (the “Series A Common Stock”), consisting of (a) 32,812,316 shares of Series A Common Stock issued to holders of Factorial Inc. (“Legacy Factorial”) capital stock (excluding treasury shares, dissenting shares and shares held by the Legacy Factorial Founders) (“Non-Founder Stockholders”), (b) 15,512,744 shares of Series A Common Stock issuable upon conversion of 15,512,744 shares of Series B Common Stock, par value $0.00001 per share of Factorial Energy Inc. (the “Series B Common Stock”), issued to the Legacy Factorial Founders (together with the Non-Founder Stockholders, the “Legacy Factorial Stockholders”), (c) 5,810,000 shares of Series A Common Stock issued to the Sponsor (as defined below) and certain initial shareholders of CGC (as defined below), (d) 7,519,404 shares of Series A Common Stock in the aggregate issued in connection with the PIPE Investments to PIPE Investors and shares purchased by Pangaea Three-B, LP, an affiliate of Sponsor (the “Sponsor Investor”), to satisfy in part its purchase obligations under its Investor Stock Purchase Agreement (as defined below), (e) 13,293,953 shares of Series A Common Stock issuable upon exercise of options to purchase Series A Common Stock held by certain Selling Securityholders (the “Options”), (f) 4,630,954 shares of Series A Common Stock issuable upon vesting and settlement of restricted stock unit awards (the “RSUs”) held by certain Selling Securityholders, (g) 62,118 shares of Series A Common Stock issued to Cantor Fitzgerald & Co. (“CF&CO”) pursuant to a financial advisor engagement letter with respect to services provided by CF&CO to the Company in connection with the Business Combination (as defined below) and (h) 6,800,000 shares of Series A Common Stock that may be issued upon the exercise of the Private Warrants (as defined below).

The 13,800,000 shares of Series A Common Stock offered hereby may be issued upon the exercise of the Factorial Energy Inc. Public Warrants at an exercise price of $11.50 per share (the “Public Warrants”).

We will not receive any proceeds from the sale of shares of Series A Common Stock by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Public Warrants and the Options to the extent such Public Warrants and Options are exercised for cash. However, we will pay the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

We are registering the offer and sale of certain securities described above to satisfy certain registration rights we have granted. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders and any of their permitted transferees may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sell the securities under this prospectus, is provided under “Selling Securityholders” and “Plan of Distribution” in this prospectus.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Series A Common Stock is listed on the Nasdaq Capital Market under the symbol “FAC”. On June 26, 2026, the closing price of our Series A Common Stock was $11.41 per share. Our Warrants are listed on the Nasdaq Capital Market under the symbol “FACWW.” On June 26, 2026, the closing price of our Public Warrants was $1.40 per warrant.

We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page9** of this prospectus.**

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.