Sec Form 3 Filing - WAVE Equity GP LP @ Factorial Energy Inc. - 2026-06-05

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WAVE Equity GP LP 2. Issuer Name and Ticker or Trading Symbol Factorial Energy Inc. [ FAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 67 BATTERYMARCH ST, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2026 (Street) BOSTON, MA02110 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price CLASS A COMMON STOCK 10,584,189 I By WAVE Equity Fund, L.P. ( 1 ) ( 2 ) CLASS A COMMON STOCK 634,715 I By WAVE Factorial Energy I, LLC ( 1 ) ( 3 ) CLASS A COMMON STOCK 255,548 I By WAVE AAC/LIO Co-Invest III, LLC ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WAVE Equity GP LP 67 BATTERYMARCH ST SUITE 500 BOSTON, MA02110 X Robinson Mark Ivers 67 BATTERYMARCH ST SUITE 500 BOSTON, MA02110 X Sahay Praveen Kant 67 BATTERYMARCH ST SUITE 500 BOSTON, MA02110 X Crocker Uriel Haskell II 67 BATTERYMARCH ST SUITE 500 BOSTON, MA02110 X Signatures WAVE Equity GP LP By: /s/ Mark Robinson / Praveen Sahay / Haskell Crocker 07/17/2026 Signature of Reporting Person Date /s/ Mark Robinson 07/17/2026 Signature of Reporting Person Date /s/ Praveen Sahay 07/17/2026 Signature of Reporting Person Date /s/ Haskell Crocker 07/17/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is filed jointly by WAVE Equity GP LP and by the three managing directors, Mark Robinson, Praveen Sahay and Haskell Crocker (the "Managing Directors"). The securities are held of record by WAVE Equity Fund, L.P., WAVE Factorial Energy I, LLC and WAVE AAC/LIO Co-Invest III, LLC (the "Funds"). Voting and investment power over WAVE Equity GP LP and WAVE Equity LLC (the general partners of the Funds) is shared equally among the three Managing Directors, each holding a one-third vote, such that any voting or disposition of the securities requires the concurrence of at least two of the three Managing Directors and no Managing Director may act unilaterally. Accordingly, each Managing Director may be deemed to share beneficial ownership of all of the securities held by the Funds. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. ( 2 )WAVE Equity GP LP is the general partner of WAVE Equity Fund, L.P. and WAVE AAC/LIO Co-Invest III, LLC and may be deemed to share voting and dispositive power over, and beneficial ownership of, the shares held by those two entities. WAVE Equity GP LP does not have voting or dispositive power over, and disclaims beneficial ownership of, the shares held by WAVE Factorial Energy I, LLC. ( 3 )WAVE Equity LLC is the general partner of WAVE Factorial Energy I, LLC and may be deemed to share voting and dispositive power over the shares held by that entity. WAVE Equity LLC beneficially owns 634,715 shares (less than 10% of the outstanding Class A common stock) and is therefore not a reporting person on this statement; it is identified solely to explain the beneficial ownership chain.

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).

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