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Cartesian Growth Corporation III 8-K Filings

CGCT NASDAQ

Every 8-K that Cartesian Growth Corporation III (CGCT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CGCT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CGCT filings page.

Rhea-AI Summary

Factorial Energy Inc. completed its business combination with Cartesian Growth Corporation III, converting the SPAC into a Delaware holding company and listing on Nasdaq under the symbols FAC (Series A Common Stock) and FACWW (public warrants). The deal generated gross proceeds of about $112.1 million, including $11.2 million released from the SPAC trust and $100.9 million from PIPE investments, while holders redeemed 23,051,313 SPAC Class A shares for roughly $240.1 million.

After closing, Factorial had 91,510,501 Series A and 15,512,744 Series B shares outstanding. Roughly 80.6 million Series A shares, or 88.1% of those outstanding, are covered by registration rights for future resale. Shareholder‑approved 2026 equity and employee stock purchase plans initially reserve 21,000,000 and 1,830,211 Series A shares, respectively, with automatic annual increases.

For the quarter ended March 31 2026, legacy Factorial reported a net loss of $8.6 million on operating expenses focused on research and development and selling, general and administrative costs. Cash, cash equivalents and restricted cash totaled $26.3 million before reflecting the business combination proceeds, and management states that the additional capital alleviates prior substantial doubt about continuing as a going concern.

Rhea-AI Summary

Factorial Energy Inc. completed its previously announced business combination with Cartesian Growth Corporation III, converting the SPAC into a Delaware corporation and renaming it Factorial Energy Inc. The merger made Factorial a wholly owned subsidiary of the new public company.

Immediately before domestication, CGC redeemed 23,051,313 Class A ordinary shares that were validly submitted for redemption, and all Class B ordinary shares were converted one-for-one into Class A shares. Those Class A shares were then reclassified into Series A common stock of the new public entity.

The Series A common stock and public warrants have been approved for listing on the Nasdaq Capital Market under the new symbols FAC and FACWW, with trading under these symbols set to begin on June 8, 2026.

Rhea-AI Summary

Cartesian Growth Corporation III reported that shareholders approved its proposed business combination with Factorial Inc., related domestication to Delaware, multiple stock issuance proposals, new organizational documents, an incentive plan, an ESPP, and the election of seven directors at a special meeting.

Holders of 23,238,775 ordinary shares, representing 67.359% of the 34,500,000 shares outstanding as of May 1, 2026, were present, establishing a quorum and delivering strong support across all resolutions. However, shareholders holding 23,051,313 Class A ordinary shares chose to redeem, leading to the removal of about $239,964,168.33, or approximately $10.41 per share, from the trust account.

The press release notes that closing of the Factorial transaction remains subject to customary closing conditions. After closing, the combined company is expected to be renamed Factorial Energy Inc., with Series A common stock and warrants anticipated to trade on Nasdaq under the symbols “FAC” and “FACWW”.

Rhea-AI Summary

Cartesian Growth Corporation III filed an 8‑K describing updates to its planned merger with Factorial Inc.. Amendment No. 2 to the Business Combination Agreement states that, at closing and after domestication to Delaware, the company will be renamed Factorial Energy, Inc..

The filing also explains a new Letter Agreement with an institutional investor and the SPAC sponsor. The investor can satisfy part of its obligation to buy 7,500,000 Series A shares at $10.00 per share by purchasing up to 2,000,000 Class A ordinary shares in the market or via private deals. The sponsor will transfer Class B shares equal to the “Differential Amount” divided by $10.00, and Factorial will reimburse the sponsor in cash for that Differential Amount.

Rhea-AI Summary

Cartesian Growth Corporation III reported that its joint registration statement on Form S-4 with Factorial Inc., covering their proposed business combination, was declared effective by the SEC on May 6, 2026. This clears a key regulatory step toward closing the transaction.

The extraordinary general meeting of Cartesian III shareholders to vote on the deal is scheduled for May 27, 2026$287 million in cash in trust, and the transaction is expected to create a combined company with a pro forma equity value of about $1.5 billion, including an anticipated $100 million common equity PIPE investment, assuming no redemptions.

Rhea-AI Summary

Cartesian Growth Corporation III updated the terms of its planned merger with Factorial Inc. by signing amendments to the Business Combination Agreement and the Sponsor Support Agreement. These changes mainly refine mechanics around shareholder redemptions, Nasdaq shareholder approvals, and treatment of public and private warrants.

The Business Combination Agreement amendment clarifies that CGC shareholder redemptions will occur at least one day before the planned domestication, revises several definitions, splits the single Nasdaq shareholder approval into two separate proposals, and removes provisions for public and private warrant exchanges. The Sponsor Support Agreement amendment removes the sponsor’s prior obligations related to voting its private warrants and deletes provisions concerning a private warrant exchange.

Rhea-AI 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.

Rhea-AI Summary

Cartesian Growth Corporation III filed a Form 8-K to highlight that its proposed merger partner, Factorial Inc., a solid-state battery developer, has received a new strategic investment from IQT, the not-for-profit strategic investor for the U.S. national security community. IQT joins existing strategic investors Philenergy and POSCO Future M, supporting Factorial’s push into high-growth areas such as drones, unmanned aerial vehicles and mobile robotics.

The filing also reiterates that Factorial and Cartesian III have signed a Business Combination Agreement and plan to file a Form S-4 registration statement with the SEC. That document will include a proxy statement/prospectus for Cartesian III shareholders and Factorial stockholders to evaluate and vote on the proposed business combination.

Rhea-AI Summary

Cartesian Growth Corporation III filed a Form 8-K describing a new Memorandum of Understanding between its merger partner Factorial Inc., a solid-state battery developer, and South Korea-based Philenergy, a leading battery equipment and infrastructure provider. The non-binding MOU outlines a strategic manufacturing collaboration aimed at accelerating scale-up of Factorial’s Solstice™ all-solid-state battery platform, which is designed to deliver up to 80% higher energy density and stable operation at temperatures up to 90°C.

The collaboration would explore combining Philenergy’s advanced, modular battery production systems with Factorial’s proprietary architecture, potentially supporting faster volume manufacturing and lower environmental impact through dry cathode processes. The filing also reiterates that Cartesian III and Factorial have a Business Combination Agreement dated December 17, 2025 and plan to file a Form S-4 registration statement and proxy/prospectus for shareholder approval of the proposed business combination.

Rhea-AI Summary

Cartesian Growth Corporation III agreed to merge with solid-state battery developer Factorial Inc. in a SPAC business combination valuing Factorial at an implied fully diluted equity value of $1.1 billion. Before closing, CGC will domesticate from the Cayman Islands to Delaware and be renamed Factorial Holdings, Inc., with all existing CGC equity converting into new Series A common stock.

After the merger, Factorial will become a wholly owned subsidiary and its shareholders and founders will receive New Factorial common shares based on an exchange ratio tied to the $1.1 billion valuation. All Factorial options and RSUs will roll into new awards under a New Factorial equity plan.

The transaction is supported by a committed $100 million PIPE split between a sponsor affiliate and an institutional investor, and is targeted to close in mid-2026, subject to shareholder approvals, regulatory clearances, listing of the new shares on Nasdaq and other customary conditions. New long-term incentive and employee stock purchase plans, registration rights, warrant exchanges and staggered board and lock-up structures are also outlined.