SEC FORM 3

SEC FORM 3SEC Form 3

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^*

Duva Jason A

(Last)

(First)

(Middle)

C/O FACTORIAL ENERGY INC.

805 MIDDLESEX TURNPIKE

(Street)

BILLERICA

MASSACHUSETTS

01821

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2026

3. Issuer Name and Ticker or Trading Symbol
Factorial Energy Inc. [ FAC ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

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	44,681	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽¹⁾	01/23/2035	Series A Common Stock	52,913	$0.88	D
Stock Option (Right to Buy)	⁽¹⁾	05/08/2032	Series A Common Stock	366,840	$0.88	D
Stock Option (Right to Buy)	⁽²⁾	08/24/2032	Series A Common Stock	190,207	$0.88	D
Stock Option (Right to Buy)	⁽¹⁾	03/12/2035	Series A Common Stock	168,104	$0.88	D
Stock Option (Right to Buy)	⁽³⁾	10/07/2035	Series A Common Stock	295,446	$2.64	D
Stock Option (Right to Buy)	⁽¹⁾	10/07/2035	Series A Common Stock	15,260	$2.64	D

Explanation of Responses:

1. The shares underlying this option are fully vested and exercisable.

2. 25% of the shares underlying this option vested on August 25, 2023, with the remainder vesting in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

3. 25% of the shares underlying this option shall vest on September 22, 2026, with the remainder vesting in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Richard Wei, Attorney-in-Fact	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 5 (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.
* Form 3: SEC 1473 (03-26)

New insider Duva Jason A claimed ownership of 44,681 units of Series A Common Stock (SEC Form 3)