Cartesian Growth Corp Iii SEC Filings

Factorial Energy Inc. filed an initial ownership report for insiders including Chief Executive Officer Siyu Huang and Chief Technology Officer Yingchao (Alex) Yu, both identified as 10% owners. The filing lists existing holdings of stock options on Series A Common Stock at exercise prices of $0.88 and $2.64 per share, with expirations between 2032 and 2035, along with Series B Common Stock that is convertible 1-for-1 into Series A Common Stock. Many positions are held indirectly through a spouse or family trusts, and some options are already fully vested while others vest over multi‑year schedules.

Factorial Energy Inc. filed Post-Effective Amendment No. 1 to Registration Statement No. 333-294663 to reflect the Domestication from Cartesian Growth Corporation III to a Delaware corporation and the closing of the Business Combination with Factorial. The filing describes the reverse recapitalization accounting, a $1.1 billion Equity Value, the PIPE Financing (including issuance of 5,500,000 shares to the Institutional Investor for $55.0 million), pro forma combined financial statements, and updated pro forma shares outstanding of 107,023,245. The amendment discloses unaudited pro forma condensed combined balance sheets and statements of operations, transaction expenses, sponsor and PIPE allocations, changes to CUSIPs and Nasdaq tickers FAC and FACWW, and an identified material weakness in internal control over financial reporting with remediation planned through 2027.

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.

Factorial Energy Inc. director Kevin Gold filed a Form 4 that reports no insider transactions in the period covered. The filing shows no purchases, sales, option exercises, gifts, tax withholdings, or restructuring moves, indicating no change in his reported ownership position based on this document.

Factorial Energy Inc. director Bouzarif Ali filed a Form 4 reporting his status as a reporting person but no equity transactions. The transaction summary shows zero buys, zero sells, zero derivative exercises, and no gifts or tax withholdings, indicating no changes in his reported holdings during the period.

Factorial Energy Inc. director Sanford M. Litvack filed a Form 4 insider report that shows no reportable transactions for the period covered. The transaction summary lists zero buys, zero sales, zero acquisitions, and zero dispositions, indicating no trading activity was reported in this filing.

Factorial Energy Inc. director and Chief Financial Officer Rafael de Luque filed a Form 4 reporting his status as an insider of the company. The filing shows no reportable share purchases, sales, option exercises, gifts, or other insider transactions during the covered period.

Factorial Energy Inc. insider entities associated with the Sponsor and Pangaea Three‑B, LP reported multiple equity acquisitions tied to the June 5, 2026 business combination. The Sponsor converted 6,800,000 Class B ordinary shares and DirectorCo converted 100,000 into Series A Common Stock on a one‑for‑one basis. Pangaea acquired 1,179,404 Series A shares in a private placement at $10.42 per share and 1,468,894 additional Series A shares for no additional consideration upon closing. The Sponsor also forfeited 1,090,000 Class B ordinary shares in connection with the transaction. After these events, entities associated with the reporting persons hold Series A Common Stock and retain warrants covering 4,400,000 shares directly and 324,120 shares indirectly at a $11.50 exercise price.

Factorial Energy Inc. submitted a Form 25 notification reflecting removal of a class of its securities from listing and/or registration on the Nasdaq Stock Market LLC. Nasdaq certified it complied with Exchange rules under 17 CFR 240.12d2-2 and the issuer complied with the Exchange's voluntary withdrawal requirements.

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.