Filed by Factorial
Inc.
Pursuant to Rule 425
under the Securities
Act of 1933, as amended
and deemed filed
pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934, as amended
Subject Company:
Cartesian Growth Corporation III
(Commission File
No. 001-42629)
Factorial Names
Dr. Dieter Zetsche to Board of Directors, Bringing World-Class Leadership to Its Commercial Scale and Public Market
Journey
Board appointment
will add deep mobility and public company expertise to guide execution at scale
Boston, MASS. – April 23,
2026 – Factorial Inc. (“Factorial”), a leader in solid-state battery technology, today announced that, upon
the closing of the previously announced business combination with Cartesian Growth Corporation III, Dr. Dieter Zetsche will be appointed
to the Board of Directors of the combined company (the “Board”). Having served as an early investor and trusted advisor to
the company since 2021, Dr. Zetsche's transition to the Board marks a natural and significant step in the company's progression
toward public company readiness. It further reinforces Factorial's focus on strong governance and operational discipline as it continues
to scale.
"Working alongside Dr. Zetsche
as an early investor and advisor has been one of the most valuable experiences in Factorial's journey. His vision for what Factorial
can become has always pushed us to think bigger," said Siyu Huang, CEO of Factorial. "His extraordinary product vision and
business acumen have shaped how we think about building a company that endures. His decision to join our Board, as we transition from
technical milestones to disciplined commercial execution, reflects our shared commitment to bringing solid-state battery technology to
the world.”
Dr. Zetsche led Mercedes-Benz to
the pinnacle of global industry - building a legacy defined by trust, innovation, and an uncompromising standard of excellence. Dr. Zetsche
has witnessed firsthand how thoughtfully developed technology, built with patience and precision, can truly transform the way the world
moves. Joining the Board, he brings that same proven playbook for scaling world-class technology into a global business at a pivotal
moment in the company’s evolution.
"What has always set Factorial
apart, and what continues to energize me, is the team's exceptional combination of scientific rigor and commercial discipline,”
said Dr. Zetsche. "The breadth of applications ahead, spanning mobility, drones, and industrial markets, only adds to my conviction.
I am truly delighted to join the Board, and I believe the best chapters of this story are still to be written.”
Dr. Dieter Zetsche served as Chairman
of the Board of Management of Daimler AG from 2006 to 2019, leading Mercedes-Benz through a period of substantial global growth and strategic
transformation. During his tenure, he strengthened Mercedes-Benz’s position as a leading premium automotive brand, expanded global
production and international market presence, initiated early investments in electrification, autonomous driving, and digital mobility
and drove sustained revenue growth and improved operational performance. Previously, Dr. Zetsche served as President and CEO of
Chrysler Group, where he led a successful restructuring and operational turnaround. Dr. Zetsche holds a doctorate in electrical
engineering from the University of Karlsruhe.
About Factorial
Founded and headquartered in the greater
Boston area, Factorial operates at the forefront of solid-state battery development. Its proprietary FEST® and Solstice™ platforms
deliver industry leading performance with scalable manufacturing, developed in close collaborations with strategic customers. Mercedes-Benz’
real-world road testing in a lightly modified test vehicle achieved over 1,200 km of range on a single charge, while Stellantis-lab testing
verified 77 Ah cells demonstrating high energy density, fast-charging, and robust use for energy and power performance across temperature
extremes. Factorial’s commercial partnerships include global automotive leaders such as Mercedes-Benz, Stellantis, Hyundai Motor
Company, and Kia Corporation. For more information, visit www.factorialenergy.com.
Forward-Looking Statements
Certain statements in this communication
may be considered “forward-looking statements.” Forward-looking statements herein generally relate to future events or the
future financial or operating performance of Factorial. For example, Factorial’s expectations regarding consummation of the business
combination, future financial performance, manufacturing capabilities and operations, Factorial’s business plans, and other projections
concerning key performance metrics or milestones are forward-looking statements. In some cases, you can identify forward-looking statements
by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “predict,” “project,” “target,” “plan,”
or “potentially” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements
are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. While Factorial may elect to update such forward-looking statements in the future, it disclaims
any obligation to do so.
Additional Information about the
Business Combination and Where to Find It
This communication relates to the proposed
business combination between Cartesian Growth Corporation III, a Cayman Islands exempted company (“Cartesian III”) and Factorial
(“Business Combination”) pursuant to that certain Business Combination Agreement, dated as of December 17, 2025, by
and among Cartesian III, Fenway MS, Inc., a Delaware corporation, and Factorial, as amended. The proposed Business Combination will
be submitted to shareholders of Cartesian III for their consideration. Cartesian III and Factorial have filed a registration statement
on Form S-4 with the Securities and Exchange Commission (“SEC”), which includes and will include a preliminary and definitive
proxy statement to be distributed to Cartesian III’s shareholders in connection with Cartesian III’s solicitations of proxies
from its shareholders with respect to the proposed business combination and other matters described in the Form S-4, as well as
the prospectus relating to the offer of the securities to be issued to the stockholders of Factorial in connection with the completion
of the proposed Business Combination. After that registration statement has been filed and declared effective, Cartesian III will mail
a definitive proxy statement/prospectus and other relevant documents relating to the proposed Business Combination and other matters
to be described in the registration statement to Factorial stockholders and Cartesian III shareholders as of a record date to be established
for voting on the proposed Business Combination. Before making any voting or investment decision, Cartesian III shareholders, Factorial
stockholders, and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant
documents filed with the SEC by Cartesian III in connection with the proposed Business Combination and other matters to be described
in those documents when they become available, because they will contain important information about Cartesian III, Factorial and the
proposed Business Combination. Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus and other documents filed by Cartesian III with the SEC, once available, without charge, at the
SEC’s website located at www.sec.gov, or by directing a written request to Cartesian Growth Corporation III, 505 Fifth Avenue,
15th Floor, New York, New York 10017.
Participants in the Solicitation
Cartesian III, Factorial, and their
respective directors and executive officers may be deemed to be participants in the solicitations of proxies from Cartesian III’s
shareholders with respect to the proposed Business Combination and the other matters set forth in the proxy statement/prospectus. Information
regarding Cartesian III’s directors and executive officers, and a description of their interests in Cartesian III is contained
in Cartesian III’s final prospectus for its initial public offering filed with the SEC on May 5, 2025, which is available
free of charge at the SEC’s website located at www.sec.gov, or by directing a request to Cartesian Growth Corporation III, 505
Fifth Avenue, 15th Floor, New York, New York 10017. Additional information regarding the interests of such participants in the proxy
solicitation and a description of their direct and indirect interests, will be contained in the proxy statement/prospectus relating to
the proposed Business Combination when it becomes available. Shareholders, potential investors and other interested persons should read
the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free
copies of these documents from the sources described above.
This communication is not a substitute
for the registration statement filed by Cartesian III or for any other document that Cartesian III and Factorial may file with the SEC
in connection with the proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain free copies of other documents filed with the SEC by Cartesian III, without charge, at the SEC’s website located at
www.sec.gov.
No Offer or Solicitation
This communication shall not constitute
an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the
solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed Business Combination or any related
transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would
be unlawful. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public
offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom. INVESTMENT IN ANY
SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
