Factorial Energy (FAC) Registration filing summary

Company overview and business model

• Formed as a Cayman Islands exempted company, the entity is a blank check company (SPAC) targeting a merger, share exchange, asset acquisition, or similar business combination with one or more businesses or entities, with no operations or revenues to date.

• The focus is on high-growth businesses with proven or potential transnational operations, leveraging the management team's global private equity experience.

• The sponsor is affiliated with Cartesian Capital Group, a global private equity firm with over $3 billion in committed capital and a track record of 55+ investments across 30 countries.

• No business combination target has been selected or substantive discussions initiated; the company may pursue a combination in any industry or sector.

Financial performance and metrics

• As of December 31, 2024, the company had a working capital deficit of $281,296 and total assets of $266,878, with no revenues or operations to date.

• The company’s financial statements include an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern, pending successful capital raising.

Use of proceeds and capital allocation

• $200 million in gross proceeds from the IPO and $6 million from private placement warrants will be raised, with $200 million (or $230 million if the over-allotment is exercised) placed in a U.S.-based trust account.

• Proceeds will be used to fund a business combination, with $1.25 million held outside the trust account for working capital and expenses prior to a combination.

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