Home / Auditor changes / Factorial Energy Inc.
Filed 2026-06-10 路 Form 8-K 路 Accession 0001104659-26-072433 small
Price before filing: $16 (2026-06-09 close, split/dividend-adjusted)
Market cap at flag: $605.5M (2026-06-10) 路 Latest: $164.2M (2026-10-16)
| Window | FAC | SPY | vs SPY | |
|---|---|---|---|---|
| 30 days | -41.8% | +2.7% | -44.4% | 2026-07-10 |
| 90 days | -64.4% | +4.2% | -68.6% | 2026-09-08 |
| 180 days | pending | pending | until 2026-12-07 |
Return from the last close before the filing date to the first close on/after the window end. Pending windows have not fully elapsed. Past performance says nothing certain about the future.
90 days before the flag: 2 insiders bought $15.2M (8 purchases)
30 days after: none reported.
| Date | Insider | Type | Shares | Price | Value | 10b5-1 plan | Source |
|---|---|---|---|---|---|---|---|
| 2026-03-31 | CGC III Sponsor LLC (+1 joint filer) 10% owner | Purchase | 300,000 | $10.28 | $3.1M | no | Form 4 |
| 2026-04-01 | CGC III Sponsor LLC (+1 joint filer) 10% owner | Purchase | 671,000 | $10.30 | $6.9M | no | Form 4 |
| 2026-04-06 | CGC III Sponsor LLC (+1 joint filer) 10% owner | Purchase | 100,000 | $10.31 | $1.0M | no | Form 4 |
| 2026-04-07 | CGC III Sponsor LLC (+1 joint filer) 10% owner | Purchase | 100,000 | $10.30 | $1.0M | no | Form 4 |
| 2026-04-08 | CGC III Sponsor LLC (+1 joint filer) 10% owner | Purchase | 100,000 | $10.30 | $1.0M | no | Form 4 |
| 2026-04-15 | CGC III Sponsor LLC (+2 joint filers) 10% owner | Purchase | 100,000 | $10.32 | $1.0M | no | Form 4 |
| 2026-04-16 | CGC III Sponsor LLC (+2 joint filers) 10% owner | Purchase | 100,000 | $10.33 | $1.0M | no | Form 4 |
| 2026-05-21 | CGC III Sponsor LLC (+2 joint filers) 10% owner | Purchase | 6,089 | $10.38 | $63K | no | Form 4 |
| 2026-06-10: red flag filed | |||||||
Open-market purchases and sales (Form 4 codes P and S) by officers, directors and 10% owners, by transaction date, from 2026-03-12 to 2026-07-10. Excludes option exercises, grants, gifts and tax withholding. Amended filings replace the originals; joint filings count once. Foreign private issuers do not file Form 4. Many insider sales are pre-scheduled (10b5-1 plans) and are not by themselves a sign of wrongdoing.
"On June 5, 2026, PubCo Board dismissed CBIZ CPAs P.C. ("CBIZ"), the independent registered public accounting firm of CGC prior to the Business Combination, as the independent registered public accounting firm of PubCo."
Quoted from the filing. Source
The company changed its outside auditor (8-K Item 4.01). A dismissal or resignation, especially near an annual report or with reported disagreements, is a warning sign. Changes caused by audit firms merging are usually routine.
Type: routine (post-merger auditor consolidation)
Disagreements reported: no
Former auditor: CBIZ CPAs P.C. · New auditor: RSM US LLP
Why this score: routine: auditor replaced after company merger/SPAC deal; also within 90 days: Going-concern doubt
Read the original filing on SEC.gov →
Not investment advice. Automated summary; verify against the filing.
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