Factorial and Cartesian Growth III (NASDAQ: CGCT) outline $1.1B SPAC deal
Rhea-AI Filing Summary
Cartesian Growth Corporation III is providing an updated investor presentation on its proposed merger with Factorial Inc., a solid-state battery developer serving transportation, defense, robotics and energy storage markets. The deck highlights Factorial’s IP-heavy technology, blue-chip automotive partnerships and capital-light, joint-manufacturing model.
The transaction values Factorial at $1.1 billion, with CGCIII holding $276 million in trust and a further $100 million committed through a PIPE. Assuming 50% redemptions, pro forma equity value is about $1.2 billion, with existing Factorial shareholders rolling all of their equity and Cartesian affiliates making a significant capital commitment. Extensive risk factors emphasize Factorial’s early-stage status, ongoing losses, large future capital needs, execution and manufacturing risks, competitive pressures, potential dilution and SPAC-related uncertainties around redemptions, valuation and deal completion.
Positive
- Transformative business combination with Factorial Inc. The planned merger gives Cartesian Growth Corporation III exposure to an IP-rich solid-state battery platform with blue-chip automotive and government-linked partners, supported by a $1.1 billion valuation, $276 million in SPAC trust funds and a $100 million PIPE commitment.
- Alignment from existing owners and sponsor capital Existing Factorial shareholders are rolling 100% of their equity, and Cartesian affiliates are providing a significant investment commitment, indicating confidence from current owners in the combined company’s long-term prospects.
Negative
- High execution and financing risk for an early-stage business Factorial is described as an early-stage company with a history of losses, substantial future capital needs, manufacturing and supply-chain risks, and intense competition, all of which could materially affect future results.
- Meaningful dilution and SPAC-structure uncertainties Pro forma ownership includes IPO holders, PIPE investors and Cartesian affiliates, with explicit warnings about dilution, potential high redemptions, market volatility in PubCo shares and the risk that closing conditions for the Business Combination may not be satisfied.
Insights
De-SPAC terms are laid out clearly, with substantial upside and execution risk.
The presentation details a planned merger between CGCIII and Factorial, an early-stage solid-state battery company with marquee OEM partners and technology claims such as up to 80% higher energy density and up to 50% weight reduction versus conventional lithium-ion cells.
On the capital side, Factorial is valued at $1.1 billion, supported by CGCIII’s $276 million trust and a $100 million PIPE, implying roughly $1.2 billion pro forma equity value at 50% redemptions. Existing shareholders roll 100% of their equity, while Cartesian affiliates anchor the deal, signaling alignment but also concentration of influence.
The extensive risk disclosure stresses that Factorial is loss-making, will require substantial additional capital, faces scale-up and supply-chain challenges, and competes in a rapidly evolving battery market. SPAC-specific risks include potential high redemptions, dilution to current shareholders and the possibility the transaction does not close if conditions under the Business Combination Agreement are not satisfied.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 7.01 | Regulation FD Disclosure |
As previously disclosed, on December 17, 2025, Cartesian Growth Corporation III, a Cayman Islands exempted company (“Cartesian III”), Fenway MS, Inc., a Delaware corporation (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination) and furnished a presentation to be used by Cartesian III and Factorial in presentations for potential investors and other persons regarding the Business Combination. Cartesian III is furnishing an updated form of investor presentation that is attached as Exhibit 99.1 and incorporated by reference herein. Cartesian III and Factorial may use such presentation in meetings with potential investors and other persons regarding the Business Combination.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Cartesian III under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
| Item 8.01 | Other Events |
The disclosure set forth above in the first paragraph of Item 7.01 of this Current Report on Form 8-K is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements may include, but are not limited to, statements regarding future events or the future financial or operating performance of Factorial or Cartesian III. For example, projections of Factorial’s future financial performance, manufacturing capabilities and operations, Factorial’s business plans, and other projections concerning key performance metrics or milestones are forward-looking statements. 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. These forward-looking statements should not be relied upon as representing Cartesian III’s and Factorial’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither Cartesian III, Factorial nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.
Additional Information about the Business Combination and Where to Find It
This communication relates to the proposed business combination between Factorial and Cartesian III (“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. The proposed Business Combination will be submitted to shareholders of Cartesian III for their consideration. Cartesian III and Factorial intend to file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”), which will include a 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 to be 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Investor Presentation, dated March 24, 2026. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cartesian Growth Corporation III | ||
| By: | /s/ Peter Yu | |
| Name: Peter Yu | ||
| Title: Chief Executive Officer | ||
Date: March 24, 2026
Exhibit 99.1
Powering a Trillion - Dollar Shift in Mobility & Intelligence Factorial Inc. Solid - State Batteries for Transportation, Defense, & Robotics Investor Presentation | March 2026
2 This Presentation (together with oral statements made in connection herewith, the “Presentation”) is for informational purposes with respect to a proposed business combination (the “Business Combination”) between Cartesian Growth Corporation III (“CGCIII”) and Factorial Inc, a Delaware corporation (together with its subsidiaries, “Factorial” or the “Company”) . This Presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of CGCIII or the Company or any affiliates thereof . The terms of the Business Combination set forth in this Presentation are indicative, non - binding and subject to further discussion, negotiation and change . By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally regarding the Business Combination is confidential, that you will not distribute, reproduce, disclose or use such information for any purpose, that you will not distribute, reproduce, disclose or use such information in any way detrimental to CGCIII or the Company, and that you will return, delete or destroy this Presentation upon request . Further, by accepting this Presentation, the recipient agrees to maintain all such information in confidence until such information becomes publicly available not as a result of any breach by recipient and comply with any other contractual obligations or laws applicable to the recipient . The information contained herein does not purport to be all - inclusive and none of CGCIII, the Company, nor any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation, including any information based on studies, publications, surveys, or internal estimates . The recipient shall not rely upon any statement, representation or warranty made by any other person, firm or corporation in making its investment decision to subscribe for securities of the combined company expected to result from the Business Combination (the “Combined Company”) . To the fullest extent permitted by law, in no circumstances will CGCIII, the Company or any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs . No Offer or Solicitation . This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934 , as amended, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . CGCIII, the Company and their respective directors and executive o ffi cers may be deemed participants in the solicitation of proxies from CGCIII’s stockholders with respect to the potential Business Combination . A list of the names of CGCIII’s directors and executive o ffi cers and a description of their interests in CGCIII is contained in CGCIII’s final prospectus relating to its initial public offering, which was filed with the Securities and Exchange Commission (the “SEC”) on May 5 , 2025 and is available free of charge at the SEC’s web site at www sec gov, or by directing a request to CGCIII . Additional information regarding the interests of the participants in the solicitation of proxies from the shareholders of CGCIII with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination filed by CGCIII when available . Forward - Looking Statements . Certain statements in this Presentation may be considered “forward - looking statements” . Forward - looking statements herein generally relate to future events or the future financial or operating performance of CGCIII, the Company or the Combined Company . For example, projections of future financial performance of the Combined Company, the Business Combination, the Combined Company’s business plan, other projections concerning key performance metrics or milestones, the proceeds of the Business Combination and the Combined Company’s expected cash runway, and the potential effects of the Business Combination on CGCIII and the Combined Company, 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 . This includes any projected financial information, which is for illustrative purposes only, is based on assumptions that may not materialize, and has not been audited or reviewed by any independent auditors . Disclaimer
3 These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by CGCIII, the Company and their respective management, as the case may be, are inherently uncertain and subject to material change . New risks and uncertainties may emerge from time to time, and it is not possible to predict all risk and uncertainties . Factors that may cause actual results to differ materially from current expectations include, but are not limited to, factors beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in CGCIII’s final prospectus relating to its initial public offering, dated May 5 , 2025 , and other filings with the SEC, as well as factors associated with companies, such as the Company, including anticipated trends, growth rates, and challenges in their businesses and in the markets in which they operate, including the factors described in the summary risk factors that will accompany this Presentation . Nothing in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved . You should not place undue reliance on forward - looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein . Trademarks . This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners . Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM © or ® symbols, but CGCIII and the Company, as applicable, will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights . No Relationship or Joint Venture . Nothing contained in this Presentation will be deemed or construed to create the relationship of partnership, association, principal and agent or joint venture . This Presentation does not create any obligation on the part of the Company, CGCIII or the recipient to enter into any further agreement or arrangement . Unless and until a definitive agreement has been fully executed and delivered, no contract or agreement providing for a transaction will be deemed to exist and none of CGCIII, the Company or the recipient will be under any legal obligation of any kind whatsoever . Accordingly, this Presentation is not intended to create for any party a right of specific performance or a right to seek any payment or damages for failure, for any reason, to complete the proposed transactions contemplated herein . Third Party Information . Certain information contained in this Presentation relates to or is based on studies, publications, surveys and the Company’s or CGCIII’s own internal estimates and research . In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions . Finally, while the Company and CGCIII believe their internal research is reliable, such research has not been verified by any independent source and the Company and CGCIII cannot guarantee and make no representation or warranty, express or implied, as to its accuracy and completeness . Disclaimer
4 • World - leading solid - state battery developer • IP - protected technology o Increases energy density by up to 80% o Reduces weight by up to 50% • Marquee partners, shareholders, & customers • Products validated, delivered, & in active road tests • US headquartered • Compelling investment opportunity o Merger & Nasdaq listing with Cartesian Growth Corporation III o Substantial sponsor capital commitment o Attractive entry valuation relative to peers A Compelling Opportunity 150+ Patents and Applications Source: Company 2023 2023, 2025 2024, 2025 2025
Early adoption in defense & robotics Accelerates e - mobility adoption Sets new standards & catalyzes innovation Enables energy storage penetration Reduces $/kWh Drives battery volume Our Opportunity 5
6 The World Runs on Batteries • Global battery demand growing exponentially – in 2024, surpassed 1 Terawatt hour • Growth, innovation, & new applications expected to push demand to 5 Terawatt hours in 5 years 5x growth 2025 2030 1TWh 5TWh 2015 Source: IEA, RMI, McKinsey & Company
7 But Conventional Li - ion Batteries Are Reaching Their Limits Energy density ( Wh /l) Lithium - ion Cell Energy Density Over Time Source: derived from Energy & Environmental Science
Our Solutions 8
9 Our Solid - State Solutions Increase Energy Density by up to 80% 9 FEST ® High Power Solid - State Current Liquid Li - Ion Solstice High Cycle All - Solid - State Energy Density (Wh/kg) Energy Density ( Wh /kg) = 50Wh/kg Anode Current Collector Cathode Cathode Current Collector S eparator Anode Anode Current Collector Anode FEST ® Cathode Cathode Current Collector Anode Current Collector Solstice Cathode Cathode Current Collector Anode - free Source: Company
10 Validated Technology with Multi - Sector Scalability Immediate High Spec Applications* ~ $2 - 5 billion Industry Validation Anchors Growth in EV $200+ billion The New Standard of Global Battery Industry Source: Prophecy Market Insights, Drone Battery Market, Company *: Assuming ~10 - 15% market share for All - Solid - State - Batteries by 2030 and a sales price of $150/kWh for high - spec applications Validated through global automotive partners High performance drones, robotics and super cars
11 • Factorial provides solid - state battery cells to Avidrone Aerospace for drone integration • Preliminary models show potential to double drone range with the same payload • Offers up to 80% more energy density , ideal for high - performance Unmanned Aerial Systems (UAS) • The global UAS market is projected to grow to $36.1 billion by 2028 11 Photo credit: Avidrone High - Performance Drones Powered by Factorial Source: Military Embedded Systems, Company
12
13 • Plans to integrate solid - state battery into a demo fleet built on the STLA Large platform • Objective is to verify performance, durability, and integration in real world driving conditions • Marks a key milestone in advancing SSB technology toward market readiness Stellantis 2026 Dodge Charger Daytona Demonstration Fleet Source: Stellantis
2024 Market Share by EV Sales (US and Europe) Backed by Industry Giants. Built for Global Scale. Additional Industry Partners (Supply Agreement, MoU or Investment) *EV sales include Battery EV, Hybrid EV, Plug - in Hybrid EV; Source: Company 14 Driving business resilience through localization and diversification Factorial’s partners market share 26% Total units in US & Europe 4.4M Global Top 10 Auto OEM Global Top 10 Auto OEM
Factorial Secures Investment From IQT and Leading Strategic Partners 15 New investment helps drive solid - state battery expansion into Unmanned Aerial Vehicles (UAVs) and Robotics • Investments from In - Q - Tel (“IQT”) , Philenergy , and POSCO Future M to advance our solid - state battery commercialization • Important step in building out Factorial’s access to government partners as well as our supply chain ecosystem • Demonstrates progress towards deployment across multiple end markets including drones and mobile robotics Strategic Investor Leading Battery Factory Supplier Leading Battery Materials Supplier
16 Proven by Automotive, Scaling through Defense, AI, & Robotics – Our Technology Multiplies Addressable Markets Defense & Aviation Unmanned aerial & sub - sea drones & ground vehicles AI - Computing & Robotics Factory automation, robotics, & consumer Energy Storage Data centers, off - grid energy storage & critical infrastructure Space & Aircraft General aviation, space, & high - endurance intelligence systems Immediate revenue through high - margin applications Long - term scale in future growth markets beyond EV
17 Our Business Model
18 Capital Light: Commercialization Path Business Model Design & Engineering Industrial Partners Contract Manufacturers Existing In - House Capacity Manufacturing Automotive OEMs High Spec Customers Customers Joint Manufacturing Model Overview • IP License • Material Supply • Technology Engineering Services
19 Capital Light: FEST ® Utilizes 80% of Conventional Li - Ion Equipment Electrode Manufacturing Cell Assembly Production Process Process Steps Li - Ion Process Factorial Process Cell Finishing Cell Stack Cathode Anode FEST ® uses conventional Li - Ion cell assembly and cell finishing equipment and processes FEST ® uses conventional Li - Ion cathode processes and equipment Key Differences Mixing Coating & Drying Calendaring Slitting & Notching Vacuum Drying Stacking Tab welding Alignment check Pouch insertion Electrolyte filling Formation Ageing Inspection Factorial proprietary process Factorial equipment for anode Factorial proprietary process Slightly modified equipment Factorial proprietary process Slightly modified equipment Avoids anode mixing , coating , and vacuum drying Source: Company Below illustrates FEST® for lithium metal anode cells. FEST® cells with silicon or graphite anodes have even greater compatib ili ty with conventional production.
20 Our Leadership Team & Industry Leadership 20
21 Jason Duva General Counsel VP Government Relations Siyu Huang, Ph.D./M.B.A. Founder & CEO , Board Director Alex Yu, Ph . D . Founder & CTO , Board Director Raimund Koerver , Ph.D. Vice President, Business Development Joe Taylor Executive Chairman of the Board Former Chairman / CEO of Panasonic North America Héctor D. Abruña Founder and Senior Advisor Professor Chemistry, Cornell University Uwe Keller Board Member Head of Battery Development Michael Bly Board Member SVP, Head of Global Propulsion Systems Dieter Zetsche Investor & Senior Advisor Former Chairman, Board of Daimler AG and Head of Mercedes - Benz Cars Praveen Sahay Board Member Founder & Managing Director Liad Meidar Board Member Founder & Managing Partner Founders & Management Board Members & Senior Advisors Richard Wei Chief Financial Officer Backed by a board and senior advisors with decades of experience in battery and automotive innovation and reinforced by verti cal expertise across business strategy and technology development Building a Visionary Team Jay Scuteri Head of Finance
22 Our Industry Leadership: A Track Record of Firsts Q2 2021 Q2 2023 First UN 38.3 certification (100+Ah) lithium solid - state battery cell Q4 2024 First public agreement for demo fleet with a global automotive OEM (Stellantis) Q2 2025 First validation of automotive - size solid state battery cells with global OEM (Stellantis) Q1 2023 First 100+Ah solid - state battery cell (Stellantis) Q2 2024 First solid - state cell B - sample to a global OEM (Mercedes - Benz) Q1 2025 First vehicle powered by lithium - metal solid - state cells (Mercedes - Benz) Q3 2025 First 1,200+ km drive on a single charge powered by solid - state cells (Mercedes - Benz) First automotive - sized solid - state battery cell that operates at room temperature
Investment Opportunity 23
24 A Compelling Opportunity • Factorial is combining with Cartesian Growth Corporation III (“CGCIII”), a Nasdaq - listed SPAC with $276 million in trust, sponsored by Cartesian Capital Group, a global private equity group • The merger values Factorial at $1.1 billion • Existing Factorial shareholders are rolling 100% of their equity • The combination is anchored by a significant investment commitment by Cartesian affiliates • The combination includes $100 million in new capital committed by institutional investors and a Cartesian affiliate in a private placement of common stock (“PIPE”) 75% 11% 5% 9% Factorial Shareholders IPO Holders/Investors Cartesian & Affiliates PIPE Investors ~$1. 2 billion PF Equity Value Pro Forma Cap Table Assumes 50% redemptions; excludes warrants and future management incentive plans; includes committed PIPE from institutional inv estors and a Cartesian affiliate
Conclusion 25
26 A Singular Company, An Unmatched Opportunity Market Tailwinds: Electrification, AI, & national security driving a global race for high - performance energy Superior Technology: Higher performance & lower total cost of ownership, compatible with today’s gigafactory lines Validated in the Real World: Cells road tested by OEM fleet, proving consistency & readiness for scale Capital Light Growth Model: Leverages partner capex for expansion with high - margin, IP - driven economics Blue Chip Partnerships: Co - developed with Mercedes - Benz, Stellantis, Hyundai, & Kia; broad supplier partnership Continuous Innovation: From materials to cell to AI - based intelligence sustain long - term performance edge Elite Team, Prime Timing: Industry - leading experts executing at inflection point of the solid - state revolution 1 2 3 4 5 6 7
27 The risk factors below have been prepared in connection with the proposed business combination (the “Business Combination”) between CGCIII and Factorial Inc, a Delaware corporation (together with its subsidiaries, “Factorial” or the “Company”) . All references to “ PubCo ” refer to the business of the combined entity resulting from the Business Combination . The risks presented below represent only a portion of the general risks related to the business of the Company and the Business Combination, and are not exhaustive . The risks described below are qualified in their entirety by disclosures contained in future documents filed or furnished by the Company, CGCIII, or their respective affiliates with the U . S . Securities and Exchange Commission, including any documents filed or furnished in connection with the Business Combination . There are many risks that could affect the business and results of operations of the Company and/or PubCo , many of which are beyond its control . If any of these risks or uncertainties occurs, the Company’s and/or PubCo’s business, financial condition, and/or operating results could be materially and adversely harmed . Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company’s and/or PubCo‘s business, financial condition and/or operating results . If any of these risks or uncertainties actually occurs, the value of the Company’s and/or PubCo’s Securities may decline : • The development of batteries is complex and the timing of development cannot be assured. Delays in the development of Factori al’ s batteries could adversely affect Factorial’s business and prospects. • Factorial is an early - stage company with a history of financial losses and expect to incur significant expenses and continuing l osses from operations. • Factorial’s business plan has yet to be tested, and Factorial may not succeed in executing on its strategic plans, including com mercialization. • Factorial will need substantial additional capital in the future to fund its business and may be unable to meet its future ca pit al requirements, impairing its financial position and results of operations. • Factorial’s ability to manufacture its batteries at scale depends on its ability to design, engineer, build, operate and staf f i ts facilities successfully, to obtain third party manufacturing capacity and expertise, or to partner with manufacturers thro ugh joint manufacturing arrangements and Factorial may need to sell its products at a loss before reaching economies of scale. • Factorial relies on, and will continue to rely on, complex equipment for its operations. This equipment, and manufacturing ge ner ally, creates a significant degree of risk and uncertainty in terms of operational performance and costs. • Factorial may not be able to establish new, or maintain existing, supply relationships for necessary raw materials, component s o r equipment or may be required to pay costs for raw materials, components or equipment that are more expensive than anticipat ed, which could delay the introduction of its products and negatively impact their business and ability to generate revenue and p rof its. • Certain components of Factorial batteries pose safety risks that may cause injury or death. Factorial may be subject to finan cia l and reputational risks due to product recalls and product liability claims, and it could face substantial liabilities that exc eed its resources. • Factorial’s future growth and success depend in part on its ability to grow its customer base and effectively sell to a wide var iety of customers. Failure to grow Factorial’s customer base would adversely affect its business and prospects. • Factorial’s business depends substantially on the continuing efforts of its senior executives and other key personnel as well as the ability to attract, train, and retain highly skilled employees and key personnel. • The EV battery market continues to evolve and is highly competitive, and certain other battery manufacturers have significant ly greater resources, experience and scale than Factorial does and have technologies that may be superior to Factorial’s. As a r esu lt, Factorial may not be able to produce its products at cost competitive prices. • Developments in alternative battery technology or other power and energy alternatives may adversely affect the demand for Fac tor ial’s battery products. • The unavailability, reduction, or elimination of government and economic incentives could have a material adverse effect on F act orial’s business, financial condition, results of operations, and prospects. • PubCo will be controlled or substantially influenced by the Factorial founders, whose interests may conflict with other stockholder s. • Factorial may become involved in lawsuits to protect or enforce its patent or other intellectual property rights, which could be expensive, time - consuming and unsuccessful. • Factorial has identified a material weakness in its internal control over financial reporting. If Factorial is unable to reme dia te this material weakness or otherwise fails to maintain proper and effective internal controls, its ability to produce timel y a nd accurate financial statements could be impaired, which could adversely affect its operating results, its stock price and access to the ca pital markets. • There may not be an active trading market for PubCo Series A Common Stock, which may make it difficult to sell shares of PubCo Series A Common Stock. • The market price of PubCo Series A Common Stock may be volatile, and investors could lose all or part of their investment. • Future sales, or the perception of future sales, by PubCo or its stockholders in the public market could cause the market price for PubCo’s securities to decline. • PubCo will incur significant expenses and administrative burdens as a public company, which could have an adverse effect on PubCo’s business, financial condition, and results of operations. • We are currently in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by a new U.S. presidential administration and accompanying regulatory activities and economic policies and events related thereto, on going military conflicts and geopolitical instability and inflation and interest rates. • CGCIII’s shareholders will experience immediate dilution as a consequence of the issuance of PubCo Series A Common Stock as consideration in the Business Combination. • The ability of CGCIII’s shareholders to exercise redemption rights with respect to a large number of CGCIII shares could incr eas e the probability that the Business Combination would be unsuccessful and that CGCIII’s shareholders would have to wait for l iqu idation in order to redeem such shares. • The CGCIII board of directors is not required to and did not obtain a fairness opinion in connection with the Business Combin ati on. CGCIII’s shareholders are therefore relying on the judgment of the CGCIII board of directors, and will not have assurance fr om an independent source that the consideration CGCIII is paying for Factorial is fair to CGCIII from a financial point of view. • CGCIII may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may dela y o r prevent the Business Combination from being completed. • The completion of the Business Combination is subject to certain closing conditions under the Business Combination Agreement and any such conditions may not be satisfied on a timely basis, if at all. Risk Factors
Appendix 28
29 Factorial Solid - State Batteries Up to 80% more gravimetric energy density than conventional Up to 50% more volumetric energy density than conventional We Create Value for OEMs & Customers Vehicle Improvement 20% lighter for same energy Demonstrated 50% longer driving range More miles per charge minute from weight reduction ~$1,000 ~$1,000 ~$1,500 $3,500 Value Creation from energy density improvement from faster charging per vehicle Source: Company, Analysis by OEMs
30 US - Technology for Critical Infrastructure with a Global Vision Massachusetts, USA Headquarters Advanced Solstice R&D lab Sales and Operations FEST ® pilot development and testing Cheonan, South Korea Prototype production and line validation for FEST ® Local supply chain Germany Applications engineering Sales OEM program support
Proven Manufacturing Capital Light: Joint manufacturing to enable faster and broader market adoption Manufacturing Efficiency: More than 85% yield achieved for pilot line Quality Assurance: Delivering safe and reliable battery products Supply Chain: Optimizing for cost - efficiency with high synergies with LIB supply chain 31
32 Positioned to Win *: Publicly disclosed partnership, not including undisclosed names; Source: Compan y, QuantumScape 1 * Announced Auto OEM partners * 4 * ~ 5Ah Product size released 100+Ah Ducati Motorcycle September 2025 Real - world driving demonstration 1,205 km record drive by Mercedes EQS completed from Stuttgart to Malmö September 2025 1 Product portfolios validated by OEMs 3 Technology license / royalties Development / service revenue Manufacturing / sales of battery cells Business Model Technology license / royalties Development / service revenue Material supply revenue Manufacturing / sales of battery cells ~$4 - 5 bn (spot market cap. Feb. 2026) Valuation $1.1 bn (current pre - merger)
IQT: A Unique Investor to Factorial in the National Security Supply Chain 33 Stated Mission: Be the premier partner trusted to identify, evaluate, and leverage emerging commercial technologies for the U.S . national security community and America’s allies Source: IQT Website Founded in 1999 by the CIA as an independent, not - for - profit strategic investment firm One of the most trusted leaders in accelerating technologies from the private to the public sector to advance national security interests of America and its allies D eveloped many enduring strategic relationships and has worked with over a dozen different U.S. government partners, as well as with the United Kingdom and Australia IQT has spent a quarter of a century building special expertise to help companies adapt their highly innovative products to ultimately: ‒ Maximize mission impact for key government partners ‒ Enhance the companies' commercial success 500+ Portfolio Technologies Transitioned to Government Partners 25+ Years Delivering Mission Impact 800+ Investments, Including 50+ Companies Now Valued Over $1B 3,000+ Co - Investors Have Worked With IQT Key IQT Highlights Why IQT Matters to Factorial and Our Investors
34 • Launch of the first solid - state battery production program in the United States for retail passenger vehicles • Karma Kaveya, a high - performance ultra - luxury super car delivering over 1,000 horsepower and top speed in excess of 200 mph • Factorial’s FEST ® solid - state battery technology enables higher performance through a high - energy electrolyte system designed to support extended driving range First Solid - State Production Program in the U.S. for Passenger Vehicles Source: Karma, Business Wire