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^*

Huang Siyu

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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)
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	366,840	⁽¹⁾	I	By spouse⁽²⁾
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	5,848,182	⁽¹⁾	I	By Danehy Family Trust⁽³⁾
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	7,383,194	⁽¹⁾	I	By North Point Family Trust⁽³⁾
Series B Common Stock	⁽¹⁾	⁽¹⁾	Series A Common Stock	1,914,528	⁽¹⁾	I	By Siyu Huang 2024 Family Trust dated March 1, 2024⁽³⁾
Stock Option (Right to Buy)	⁽⁴⁾	01/23/2035	Series A Common Stock	108,471	$0.88	D
Stock Option (Right to Buy)	⁽⁴⁾	01/23/2035	Series A Common Stock	108,471	$0.88	I	By spouse⁽²⁾
Stock Option (Right to Buy)	⁽⁴⁾	04/09/2032	Series A Common Stock	2,694,516	$0.88	D
Stock Option (Right to Buy)	⁽⁴⁾	04/09/2032	Series A Common Stock	1,347,256	$0.88	I	By spouse⁽²⁾
Stock Option (Right to Buy)	⁽⁵⁾	08/24/2032	Series A Common Stock	1,157,199	$0.88	D
Stock Option (Right to Buy)	⁽⁵⁾	08/24/2032	Series A Common Stock	412,145	$0.88	I	By spouse⁽²⁾
Stock Option (Right to Buy)	⁽⁴⁾	03/12/2035	Series A Common Stock	154,539	$0.88	D
Stock Option (Right to Buy)	⁽⁴⁾	03/12/2035	Series A Common Stock	135,221	$0.88	I	By spouse⁽²⁾
Stock Option (Right to Buy)	⁽⁶⁾	10/07/2035	Series A Common Stock	183,420	$2.64	D
Stock Option (Right to Buy)	⁽⁶⁾	10/07/2035	Series A Common Stock	183,420	$2.64	I	By spouse⁽²⁾

1. Name and Address of Reporting Person^*

Huang Siyu

(Last)

(First)

(Middle)

C/O FACTORIAL ENERGY INC.

805 MIDDLESEX TURNPIKE

(Street)

BILLERICA

MASSACHUSETTS

01821

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Yu Yingchao

(Last)

(First)

(Middle)

C/O FACTORIAL ENERGY INC.

805 MIDDLESEX TURNPIKE

(Street)

BILLERICA

MASSACHUSETTS

01821

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

Explanation of Responses:

1. Each share of Series B Common Stock is convertible at any time at the option of the holder into one share of Series A Common Stock and has no expiration date. Each share of Series B Common Stock will convert automatically upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.

2. Securities held directly by Dr. Huang's spouse, Dr. Yu. Dr. Yu is a director and the Chief Technology Officer of the Issuer.

3. Dr. Siyu Huang serves as investment trustee of each of the Danehy Family Trust and Siyu Huang Family Trust dated March 1, 2024, and Dr. Alex Yu serves as investment trustee of the North Point Family Trust. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by them for Section 16 or any other purpose.

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

5. 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.

6. 25% of the shares underlying this option shall vest on September 4, 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 24.1: Power of Attorney for Siyu Huang; Exhibit 24.2: Power of Attorney for Yingchao "Alex" Yu

	/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)

SEC Form 3 filed by new insider Huang Siyu