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Form 3 Factorial Energy Inc. For: Jun 05 Filed by: Wei Richard

June 12, 2026 4:07 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Wei Richard
(Last) (First) (Middle)
C/O FACTORIAL ENERGY INC.
805 MIDDLESEX TURNPIKE
(Street)
BILLERICA MA 01821
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2026 		3. Issuer Name and Ticker or Trading Symbol
Factorial Energy Inc. [ FAC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Common Stock 550,488
D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 09/05/2029 Series A Common Stock 73,368 0.08 D
Stock Option (Right to Buy) (2) 10/07/2035 Series A Common Stock 293,472 2.64 D
Explanation of Responses:
1. The shares underlying this option are fully vested and exercisable.
2. The shares underlying this option vest in ten equal monthly installments following September 24, 2025, subject to the Reporting Person's continued service on each such vesting date.
Remarks:
Exhibit 24: Power of Attorney
/s/ Richard Wei 06/12/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ATTACHMENTS / EXHIBITS

EXHIBIT 24

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