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FAC on Nasdaq

Factorial Energy Inc.

Factorial Energy Inc. is an American miscellaneous electrical machinery company, incorporated in Delaware.1 It is headquartered in Billerica, Massachusetts.1

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Last updated Oct 21, 2026.

Overview

$6.2MNet income, fiscal 20252

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  • TickerFAC on Nasdaq1
  • IndustryMiscellaneous Electrical Machinery, Equipment & Supplies1
  • HeadquartersBillerica, Massachusetts1
  • Incorporated inDE3
  • Business address805 Middlesex Turnpike, Billerica, Ma 018213
  • Filer category, Emerging growth company3

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We are a blank check company incorporated on October 29, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities, which we refer to throughout this Annual Report as our initial business combination. While we may pursue our initial business combination in any business industry or sector, we have initially focused on seeking high-growth businesses with proven or potential transnational operations or outlooks in order to capitalize on the experience, reputation, and network of our management team. Furthermore, we seek target businesses where we believe we will have an opportunity to drive ongoing value creation after our initial business combination is completed, as our management …4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Every line of the income statement as filed: the last 1 fiscal year, latest first.2

Period ending2025-12-31
General and administrative costs$1.2M
Loss from operations-$1.2M
Interest earned on investments held in Trust Account$7.4M
Other income, net$7.4M
Net income (loss)$6.2M

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Corporate structure

Factorial Energy Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Factorial Energy Inc.

  • Factorial Energy Inc. Billerica, Massachusetts

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Factorial Energy Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$02 Dec 31, 2025$02 Dec 31, 2024

Properties, in its own words

Our executive offices are located at 505 Fifth Avenue, 15th Floor, New York, New York 10017, and our telephone number is (212) 461-6363. Our executive offices are provided to us by our sponsor. Commencing on May 1, 2025, we agreed to pay an affiliate of our sponsor a total of up to $10,000 per month for office space, utilities, secretarial support and administrative services. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Mar 23, 2026.4

Leadership

Who has led Factorial Energy Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Peter Yu2025–2026
  2. Siyu Huang2026–now

Chair

  1. Peter Yu2025–now

Chief financial officer

  1. Luque Rafael De2025–2026
  2. Richard Wei2026–now
Board members and other officers (9)

Former names

  • Cartesian Growth Corp IIIJan 29, 2025 to May 28, 20263

Timeline

  1. Oct 9, 20268-K Other events19
  2. Aug 11, 20268-K Results of operations; Regulation FD disclosure20
  3. Jun 12, 2026New chief executive Siyu Huang becomes CEO8
  4. Jun 10, 20268-K Entered a material agreement; Completed an acquisition or sale; Unregistered sale of shares21
  5. Jun 5, 20268-K Other events22
  6. May 28, 20268-K Shareholder vote; Regulation FD disclosure23
  7. May 18, 20268-K Entered a material agreement24
  8. May 18, 20268-K Entered a material agreement; New debt or obligation25
  9. May 11, 20268-K Other events26
  10. Mar 27, 20268-K Entered a material agreement27
  11. Mar 24, 20268-K Regulation FD disclosure; Other events28
  12. Mar 10, 20268-K Other events29
  13. Feb 26, 20268-K Other events30
  14. May 1, 2025New chief executive Peter Yu becomes CEO9

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/202631

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results20

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

126 filings to the SEC since October 2021: 1 annual reports, 5 quarterly reports, 16 major events, 24 insider forms, 30 large holders, 50 other. The latest 20:

  1. Oct 9, 2026424B3 EDGAR
  2. Oct 9, 20268-K EDGAR
  3. Sep 21, 2026424B3 EDGAR
  4. Aug 14, 2026SCHEDULE 13G/A EDGAR
  5. Aug 14, 2026SCHEDULE 13G/A EDGAR
  6. Aug 14, 2026SCHEDULE 13G/A EDGAR
  7. Aug 14, 2026SCHEDULE 13G EDGAR
  8. Aug 14, 2026SCHEDULE 13G/A EDGAR
  9. Aug 14, 2026SCHEDULE 13G/A EDGAR
  10. Aug 13, 2026S-8 EDGAR
  11. Aug 11, 202610-Q EDGAR
  12. Aug 11, 20268-K EDGAR
  13. Aug 10, 2026SCHEDULE 13G/A EDGAR
  14. Jul 17, 20263 EDGAR
  15. Jul 7, 2026EFFECT EDGAR
  16. Jun 30, 2026S-1 EDGAR
  17. Jun 26, 2026SCHEDULE 13D EDGAR
  18. Jun 17, 2026SCHEDULE 13D EDGAR
  19. Jun 12, 2026EFFECT EDGAR
  20. Jun 12, 2026SCHEDULE 13D EDGAR

The 126 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

8 open-market trades by officers, directors and large owners since October 2021: 8 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 21, 2026Yu PeterChairman and CEOBuy6,089$10.38$63.2KForm 4
Apr 16, 2026CGC III Sponsor LLC10% ownerBuy100,000$10.33$1.0MForm 4
Apr 15, 2026CGC III Sponsor LLC10% ownerBuy100,000$10.32$1.0MForm 4
Apr 8, 2026Yu PeterChairman and CEOBuy100,000$10.30$1.0MForm 4
Apr 7, 2026Yu PeterChairman and CEOBuy100,000$10.31$1.0MForm 4
Apr 6, 2026Yu PeterChairman and CEOBuy100,000$10.31$1.0MForm 4
Apr 1, 2026Yu PeterChairman and CEOBuy671,000$10.30$6.9MForm 4
Mar 31, 2026Yu PeterChairman and CEOBuy300,000$10.28$3.1MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Alyeska Investment Group, L.P.7,196,266$84.9M0.2%New
Transcend Capital Advisors, LLC713,000$7.9M0.5%New
Millennium Management LLC206,706$2.3M0.0%New
HITE Hedge Asset Management LLC80,000$887.2K0.0%New
Atom Investors LP59,931$664.6K0.1%New
Geode Capital Management, LLC48,895$542.2K0.0%New
Jane Street Group, LLC13,550$150.3K0.0%New
UBS Group AG12,414$137.7K0.0%New
Bank Of America Corp /de/11,590$128.5K0.0%New
MMCAP International Inc. SPC7,930$87.9K0.0%New
Cassaday & Co Wealth Management LLC3,430$38.0K0.0%New
Osaic Holdings, Inc.1,000$11.1K0.0%New
Allworth Financial LP413$4.6K0.0%New
Integrated Wealth Concepts LLC400$4.4K0.0%New
Jones Financial Companies Lllp350$4.0K0.0%New
Morgan Stanley103$1.1K0.0%New
Wells Fargo & Company/mn100$1.1K0.0%New
IFP Advisors, Inc100$1.1K0.0%New
Planning Strategies Inc.14$1550.0%New
Virtu Financial LLC10,474$1160.0%New
Caitong International Asset Management Co., Ltd10$1110.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Factorial Energy Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFactorial Energy Inc.1
  • CIK0002049662
  • Employer ID (EIN)00-00000004
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inCayman Islands4
  • Fiscal year endsDecember 311
  • Industry code (SIC)3690 Miscellaneous Electrical Machinery, Equipment & Supplies1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address805 Middlesex Turnpike, Billerica, MA 018211
  • Phone617-315-97331
  • Shares outstanding27,600,000 Common Class A shares; 6,900,000 Common Class B shares as of Mar 18, 20264
  • Public float$277.7M as of Jun 30, 20254
  • AuditorCBIZ CPAs P.C., Houston, TX PCAOB ID 199; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJan 29, 20251
  • Filings126 in all: 8-K (16), 3 (15), 425 (15), SCHEDULE 13G (13), SCHEDULE 13G/A (13), 4 (9), 10-Q (5), CORRESP (5)1
    All 26 form types

    S-1/A (5), EFFECT (4), SCHEDULE 13D (4), 424B3 (3), UPLOAD (3), NT 10-Q (2), S-1 (2), S-4/A (2), 10-K (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), POS AM (1), S-1MEF (1), S-4 (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Mar 23, 2026
    Quarterly report (10-Q) Aug 11, 2026
    Latest 8-K (8-K) Oct 9, 2026

Securities registered for trading

ClassSymbolExchange
Units, each consisting of one Class A Ordinary Share and one-half of one redeemable warrantCGCTUThe Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per shareCGCTThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share, at an exercise price of $11.50CGCTWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 23, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Factorial Energy Inc. names in Item 1A of its 10-K filed Mar 23, 2026: 77 risks under these headings, as written.4

  • Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
  • Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
  • Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
  • Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
  • The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
  • The requirement that we complete our initial business combination within the Completion Window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
  • We may not be able to complete our initial business combination within the Completion Window, in which case we would redeem our public shares.
  • We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares, and the warrants may be worthless.
  • If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers or their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
  • If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.
The other 65 risks
  • You will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities Act.
  • If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you may lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
  • Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
  • If the net proceeds from our initial public offering and simultaneous private placement not being held in the trust account are insufficient to allow us to operate until the completion of the business combination, we will depend on loans from the Sponsor or management team to complete the business combination.
  • If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share.
  • Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
  • We may not have sufficient funds to satisfy indemnification claims of our directors and officers.
  • If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
  • If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
  • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  • Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global conflicts in the Middle East, Europe, and Latin America.
  • Military or other conflicts in Ukraine, the Middle East, Latin America or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.
  • If we are unable to consummate our initial business combination within the Completion Window, our public shareholders may be forced to wait beyond 24 months before redemption from our trust account.
  • Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
  • We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our public shareholders to discuss company affairs with management, and the holders of our Class A ordinary shares will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination.
  • Because we are neither limited to evaluating a target business in a particular industry or sector, nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
  • We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.
  • We are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
  • We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.
  • Unlike some other similarly structured SPACs, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.
  • We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time.
  • Because only holders of our Class B ordinary shares have the right to vote on the appointment of directors, we are a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
  • Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
  • We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our initial shareholders, officers or directors, which may raise potential conflicts of interest.
  • Because our initial shareholders, officers and directors may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may have acquired after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
  • We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
  • We may only be able to complete one business combination with the proceeds from our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
  • We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
  • We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
  • We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.
  • In order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
  • We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
  • Our initial shareholders control the appointment of our board of directors until the consummation of our initial business combination and will hold a substantial interest in us. As a result, they will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
  • We may not be able to complete an initial business combination because such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.
  • As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested in consummating a business combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
  • Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.
  • Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
  • Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.
  • In pursuing a potential business combination, we may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent such business combination from being completed.
  • During the pendency of the proposed business combination, we will not be able to enter into an agreement with another party because of restrictions in the Business Combination Agreement. If the proposed business combination is not completed, those restrictions may make it harder for us to complete an alternate business combination within the completion window.
  • Trade policies that restrict imports or increase import tariffs may have a material adverse effect on our search for an initial business combination target or the performance or business prospects of a post-combination company.
  • Risks Relating to the Post-Business Combination Company
  • Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
  • The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
  • Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
  • We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
  • We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
  • Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and/or uncertain.
  • Risks Relating to Acquiring and Operating a Business in Foreign Countries
  • If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
  • We may reincorporate in another jurisdiction, which may result in taxes imposed on shareholders or warrant holders.
  • We may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.
  • We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
  • If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
  • Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.
  • After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects may be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.
  • Risks Relating to our Management Team
  • We are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our ability to operate.
  • The ownership interest of our sponsor may change, and our sponsor may divest its ownership interest in us before identifying a business combination, which could deprive us of key personnel.
  • Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
  • Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
  • Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
  • Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, such as CGC II, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented.
  • Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
  • Members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.

Legal proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

The opening of Item 3, Legal Proceedings.4

Sources

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