Factorial Energy Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 5, 2026, a certain institutional investor purchased from the Company an aggregate of 6,340,000 shares of Series A Common Stock for an aggregate purchase price of $55.0 million, pursuant to a stock purchase agreement, and an affiliate of Sponsor purchased from the Company an aggregate of 1,179,404 shares of Series A Common Stock, for an aggregate purchase price of $9.7 million pursuant to a stock purchase agreement. The institutional investor and the Sponsor affiliate satisfied in part their purchase obligations under the stock purchase agreements through purchases of 3,470,764 NRA Shares in the aggregate at market prices. Such shares were subject to Non-Redemption Agreements and the proceeds from CGC’s trust account released at Closing reflect non-redemption of such shares.

The issuances were made in transactions not involving a public offering pursuant to an exemption from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The resale of such shares was subsequently registered on a registration statement on Form S-1 with the SEC, which was declared effective on July 7, 2026.