CGC III Sponsor LLC - 05 Jun 2026 Form 4 Insider Report for Factorial Energy Inc. (CGCT)

Reporting relationship: 10%+ Owner
Issuer ticker: CGCT
Reported as of: 05 Jun 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 09 Jun 2026, 16:05:09 UTC
Prior SEC filing: 22 May 2026
Source filing: View source filing
Reporting owner signature: /s/ Thomas Martin, Attorney-in-Fact

Key filing fact

CGC III Sponsor LLC filed Form 4 for Factorial Energy Inc. (CGCT) on 09 Jun 2026.

Key facts

This page summarizes CGC III Sponsor LLC's Form 4 filing for Factorial Energy Inc. (CGCT).
7 reported transactions and 15 derivative rows are listed below.
Accepted by SEC: 09 Jun 2026, 16:05.

Change

Previous filing in this sequence was filed on 22 May 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (3)

CIK 0002049612 Primary reporting owner

CGC III Sponsor LLC

Relationship: 10%+ Owner
Address: 505 FIFTH AVENUE, 15TH FLOOR, NEW YORK
Signature: /s/ Thomas Martin, Attorney-in-Fact
Signature date: 09 Jun 2026

CIK 0001426890

Yu Peter

Relationship: Chairman and CEO, Director, 10%+ Owner
Address: 505 FIFTH AVENUE, 15TH FLOOR, NEW YORK
Signature: /s/ Thomas Martin, Attorney-in-Fact
Signature date: 09 Jun 2026

CIK 0001754782

Pangaea Three-B, LP

Relationship: 10%+ Owner
Address: 505 FIFTH AVENUE, 15TH FLOOR, NEW YORK
Signature: /s/ Thomas Martin, Attorney-in-Fact
Signature date: 09 Jun 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CGCT transaction

Series A Common Stock

Conversion of derivative security

Transaction value
Shares: +5,710,000
Change %
Price: $0.000000^*
Shares after: 5,710,000
Date: 05 Jun 2026
Ownership: Direct
Footnotes: F1, F2

CGCT transaction

Series A Common Stock

Conversion of derivative security

Transaction value
Shares: +5,710,000
Change %
Price: $0.000000^*
Shares after: 5,710,000
Date: 05 Jun 2026
Ownership: Direct
Footnotes: F1, F2

CGCT transaction

Series A Common Stock

Conversion of derivative security

Transaction value
Shares: +5,710,000
Change %
Price: $0.000000^*
Shares after: 5,710,000
Date: 05 Jun 2026
Ownership: Direct
Footnotes: F1, F2

CGCT transaction

Series A Common Stock

Conversion of derivative security

Transaction value
Shares: +100,000
Change %
Price: $0.000000^*
Shares after: 100,000
Date: 05 Jun 2026
Ownership: See footnote
Footnotes: F1

CGCT transaction

Series A Common Stock

Conversion of derivative security

Transaction value
Shares: +100,000
Change %
Price: $0.000000^*
Shares after: 100,000
Date: 05 Jun 2026
Ownership: See footnote
Footnotes: F1

CGCT transaction

Series A Common Stock

Conversion of derivative security

Transaction value
Shares: +100,000
Change %
Price: $0.000000^*
Shares after: 100,000
Date: 05 Jun 2026
Ownership: See footnote
Footnotes: F1

CGCT transaction

Series A Common Stock

Award

Transaction value
Shares: +1,179,404
Change %
Price: $10.42^*
Shares after: 1,179,404
Date: 05 Jun 2026
Ownership: See footnote
Footnotes: F3, F5

CGCT transaction

Series A Common Stock

Award

Transaction value
Shares: +1,179,404
Change %
Price: $10.42^*
Shares after: 1,179,404
Date: 05 Jun 2026
Ownership: See footnote
Footnotes: F3, F5

CGCT transaction

Series A Common Stock

Award

Transaction value
Shares: +1,179,404
Change %
Price: $10.42^*
Shares after: 1,179,404
Date: 05 Jun 2026
Ownership: See footnote
Footnotes: F3, F5

CGCT transaction

Series A Common Stock

Award

Transaction value
Shares: +1,468,894
Change %
Price: $0.000000^*
Shares after: 1,468,894
Date: 05 Jun 2026
Ownership: See footnote
Footnotes: F4, F5

CGCT transaction

Series A Common Stock

Award

Transaction value
Shares: +1,468,894
Change %
Price: $0.000000^*
Shares after: 1,468,894
Date: 05 Jun 2026
Ownership: See footnote
Footnotes: F4, F5

CGCT transaction

Series A Common Stock

Award

Transaction value
Shares: +1,468,894
Change %
Price: $0.000000^*
Shares after: 1,468,894
Date: 05 Jun 2026
Ownership: See footnote
Footnotes: F4, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CGCT transaction Derivative

Class B ordinary shares

Conversion of derivative security

Transaction value
Shares: -5,710,000
Change %: -50%
Price: $0.000000^*
Shares after: 5,710,000
Date: 05 Jun 2026
Ownership: Direct
Underlying class: Series A Common Stock
Underlying amount: 5,710,000
Exercise price
Footnotes: F1, F2

CGCT transaction Derivative

Class B ordinary shares

Conversion of derivative security

Transaction value
Shares: -5,710,000
Change %: -50%
Price: $0.000000^*
Shares after: 5,710,000
Date: 05 Jun 2026
Ownership: Direct
Underlying class: Series A Common Stock
Underlying amount: 5,710,000
Exercise price
Footnotes: F1, F2

CGCT transaction Derivative

Class B ordinary shares

Conversion of derivative security

Transaction value
Shares: -5,710,000
Change %: -50%
Price: $0.000000^*
Shares after: 5,710,000
Date: 05 Jun 2026
Ownership: Direct
Underlying class: Series A Common Stock
Underlying amount: 5,710,000
Exercise price
Footnotes: F1, F2

CGCT transaction Derivative

Class B ordinary shares

Conversion of derivative security

Transaction value
Shares: -100,000
Change %: -50%
Price: $0.000000^*
Shares after: 100,000
Date: 05 Jun 2026
Ownership: See footnote
Underlying class: Series A Common Stock
Underlying amount: 100,000
Exercise price
Footnotes: F1

CGCT transaction Derivative

Class B ordinary shares

Conversion of derivative security

Transaction value
Shares: -100,000
Change %: -50%
Price: $0.000000^*
Shares after: 100,000
Date: 05 Jun 2026
Ownership: See footnote
Underlying class: Series A Common Stock
Underlying amount: 100,000
Exercise price
Footnotes: F1

CGCT transaction Derivative

Class B ordinary shares

Conversion of derivative security

Transaction value
Shares: -100,000
Change %: -50%
Price: $0.000000^*
Shares after: 100,000
Date: 05 Jun 2026
Ownership: See footnote
Underlying class: Series A Common Stock
Underlying amount: 100,000
Exercise price
Footnotes: F1

CGCT transaction Derivative

Class B ordinary shares

Other

Transaction value
Shares: -1,090,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 05 Jun 2026
Ownership: Direct
Underlying class: Series A Common Stock
Underlying amount: 1,090,000
Exercise price
Footnotes: F2, F6

CGCT transaction Derivative

Class B ordinary shares

Other

Transaction value
Shares: -1,090,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 05 Jun 2026
Ownership: Direct
Underlying class: Series A Common Stock
Underlying amount: 1,090,000
Exercise price
Footnotes: F2, F6

CGCT transaction Derivative

Class B ordinary shares

Other

Transaction value
Shares: -1,090,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 05 Jun 2026
Ownership: Direct
Underlying class: Series A Common Stock
Underlying amount: 1,090,000
Exercise price
Footnotes: F2, F6

CGCT holding Derivative

Warrants

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 4,400,000
Date: 05 Jun 2026
Ownership: Direct
Underlying class: Series A Common Stock
Underlying amount: 4,400,000
Exercise price: $11.50
Footnotes: F2, F7

CGCT holding Derivative

Warrants

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 4,400,000
Date: 05 Jun 2026
Ownership: Direct
Underlying class: Series A Common Stock
Underlying amount: 4,400,000
Exercise price: $11.50
Footnotes: F2, F7

CGCT holding Derivative

Warrants

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 4,400,000
Date: 05 Jun 2026
Ownership: Direct
Underlying class: Series A Common Stock
Underlying amount: 4,400,000
Exercise price: $11.50
Footnotes: F2, F7

CGCT holding Derivative

Warrants

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 324,120
Date: 05 Jun 2026
Ownership: See footnote
Underlying class: Series A Common Stock
Underlying amount: 324,120
Exercise price: $11.50
Footnotes: F5, F7

CGCT holding Derivative

Warrants

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 324,120
Date: 05 Jun 2026
Ownership: See footnote
Underlying class: Series A Common Stock
Underlying amount: 324,120
Exercise price: $11.50
Footnotes: F5, F7

CGCT holding Derivative

Warrants

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 324,120
Date: 05 Jun 2026
Ownership: See footnote
Underlying class: Series A Common Stock
Underlying amount: 324,120
Exercise price: $11.50
Footnotes: F5, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

CGC III Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote F1

The Class B ordinary shares are convertible for shares of Series A Common Stock as described in the Issuer's Registration Statement on Form S-4 (File No. 333-294663) (the "Registration Statement") and have no expiration date. On June 5, 2026, the Issuer consummated its initial business combination (the "Business Combination"). In connection with the Business Combination, 6,800,000 Class B ordinary shares held by CGC III Sponsor LLC (the "Sponsor") and 100,000 Class B ordinary shares held by CGC III Sponsor DirectorCo ("DirectorCo") converted into Series A Common Stock on a one-for-one basis.

Footnote F2

Represents securities held by the Sponsor. Pangaea Three B, LP ("Pangaea") is the sole member of the Sponsor and is controlled by Peter Yu. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.

Footnote F3

These shares of Series A Common Stock were acquired by Pangaea in a private placement upon consummation of the Business Combination.

Footnote F4

These shares of Series A Common Stock were acquired upon consummation of the Business Combination for no additional consideration.

Footnote F5

Represents securities held by Pangaea. Pangaea is controlled by Peter Yu. Consequently, Mr. Yu may be deemed to share voting and dispositive control over the securities held by Pangaea, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by Pangaea, except to the extent of his pecuniary interest therein.

Footnote F6

The Class B ordinary shares are convertible for shares of Series A Common Stock as described in the Issuer's Registration Statement and have no expiration date. On June 5, 2026, the Sponsor forfeited 1,090,000 Class B ordinary shares in connection with the consummation of the Business Combination.

Footnote F7

Each warrant shall become exercisable on July 5, 2026, 30 days after the completion of the Business Combination as described in the Issuer's Registration Statement. Each warrant shall expire on June 5, 2031, five years after the completion of the Business Combination, or earlier upon redemption or liquidation, as described in the Issuer's Registration Statement.