Initial Statement of Beneficial Ownership (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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Scuteri Jeffrey T. Jr. 2. Date of Event Requiring Statement (Month/Day/Year) 06/05/2026 3. Issuer Name and Ticker or Trading Symbol Factorial Energy Inc. [FAC] (Last) (First) (Middle) C/O FACTORIAL ENERGY INC., 805 MIDDLESEX TURNPIKE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Principal Accounting Officer 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) BILLERICA, MA 01821 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

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 of Derivative Security: 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)	09/07/2033	Series A Common Stock	18,342	$0.88	D
Stock Option (Right to Buy)	(2)	05/09/2034	Series A Common Stock	73,368	$0.88	D
Stock Option (Right to Buy)	(3)	06/05/2034	Series A Common Stock	18,342	$0.88	D
Stock Option (Right to Buy)	(4)	02/07/2035	Series A Common Stock	36,684	$0.88	D
Stock Option (Right to Buy)	(5)	03/12/2035	Series A Common Stock	20,495	$0.88	D
Stock Option (Right to Buy)	(6)	10/07/2035	Series A Common Stock	54,710	$2.64	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Scuteri Jeffrey T. Jr. C/O FACTORIAL ENERGY INC. 805 MIDDLESEX TURNPIKE BILLERICA, MA 01821			Principal Accounting Officer

Signatures

/s/ Richard Wei, Attorney-in-Fact		06/12/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	25% of the shares underlying this option vested on July 31, 2024, with the remainder vesting in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
(2)	25% of the shares underlying this option vested on March 25, 2025, 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 vested on May 8, 2025, with the remainder vesting in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
(4)	25% of the shares underlying this option vested on February 1, 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.
(5)	The shares underlying this option are fully vested and exercisable.
(6)	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

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.