Factorial Energy Inc. SEC Filings

Cartesian Growth Corp III insider entities associated with Chairman and CEO Peter Yu reported net open-market purchases of both common shares and warrants. An affiliated fund, Pangaea Three‑B, LP, bought 108,535 warrants at $0.69 per warrant, each linked to one Class A ordinary share at a $11.50 exercise price. Pangaea also purchased a total of 300,000 Class A ordinary shares over three days at prices around $10.30 per share, bringing direct Class A holdings reported in this filing to 1,271,000 shares. Sponsor-related vehicles also hold 6,900,000 Class B ordinary shares that automatically convert into Class A shares in connection with an initial business combination, and 4,400,000 private placement warrants. The footnotes state that entities controlled by Mr. Yu may be deemed to share voting and dispositive power over these securities, while he disclaims beneficial ownership beyond his pecuniary interest.

Cartesian Growth Corp III saw significant insider buying in its Class A shares. On April 1, 2026, an entity associated with Chairman and CEO Peter Yu purchased 671,000 Class A ordinary shares at $10.299 per share. On March 31, 2026, a related open-market purchase added 300,000 Class A ordinary shares at $10.277 per share, bringing total recent purchases to 971,000 shares.

The Class A shares are held by Pangaea Three-B, LP, which is controlled by Peter Yu; both Pangaea and Yu disclaim beneficial ownership except for their pecuniary interests. Sponsor-related entities also hold 6,800,000 Class B ordinary shares directly and 100,000 Class B ordinary shares indirectly, which automatically convert into Class A shares on a one-for-one basis at no cost in connection with the initial business combination.

Factorial Inc. and Cartesian Growth Corporation III have filed a Form S-4 registration statement in connection with their proposed business combination under a Business Combination Agreement dated December 17, 2025. The S-4 will include a preliminary and definitive proxy statement/prospectus to be distributed to Cartesian III shareholders for voting.

The companies note forward-looking statements and urge shareholders to read the proxy statement/prospectus when available; definitive materials and related documents will be mailed after the registration statement is declared effective and a record date is set.

Cartesian Growth Corporation III amended its Business Combination Agreement and Sponsor Support Agreement with Factorial Inc. and related parties on March 26, 2026. The Business Combination Agreement amendment clarifies sequencing by requiring the CGC shareholder redemption to occur at least one day prior to domestication, revises several definitions, splits the previously singular Nasdaq Proposal into two separate shareholder proposals (one for issuance of CGC Shares in connection with the Business Combination and one for issuance in connection with the PIPE Financing), and removes provisions related to the CGC public and private warrant exchanges. The Sponsor Support Agreement amendment removes Sponsor obligations and provisions related to the CGC Private Warrant Exchange and deletes certain voting/quorum requirements. The parties state they will file a Form S-4 and distribute a proxy/prospectus for shareholder consideration in connection with the proposed business combination.

Cartesian Growth Corporation III files a Form S-4 to register securities in connection with a proposed business combination with Factorial Inc. The proxy statement/prospectus registers up to 143,912,243 shares of common stock, up to 16,200,000 warrants, and up to 16,200,000 shares underlying those warrants, in connection with a domestication to Delaware, a merger that will create Factorial Holdings, Inc., and related transactions, including a $1,100,000,000 Equity Value exchange and a $100,000,000 PIPE (9,927,184 PIPE shares at an average $10.08 subscription price under specified assumptions). The transactions are conditioned on customary items including stockholder approvals, SEC effectiveness and Nasdaq listing, and are to occur "as soon as practicable after this registration statement becomes effective and all other conditions ... have been satisfied or waived."

Cartesian Growth Corporation III amends its Business Combination Agreement and Sponsor Support Agreement related to the pending business combination with Factorial Inc.

The amendments clarify sequencing by providing that the CGC Shareholder Redemption will occur at least one day prior to the Domestication, revise certain definitions (including Ancillary Documents and Company Convertible Notes), split the single Nasdaq Proposal into two separate Nasdaq Proposals for shareholder votes, and remove provisions related to the CGC Public and Private Warrants exchanges. The Sponsor Support Agreement was amended to delete provisions requiring Sponsor-held private warrants to vote for a warrant exchange and to remove the CGC Private Warrant Exchange provisions.

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.

Cartesian Growth Corporation III furnished an updated investor presentation in connection with the proposed business combination with Factorial Inc. The filing references the Business Combination Agreement dated December 17, 2025 and attaches Exhibit 99.1 (investor presentation dated March 24, 2026).

The companies state they intend to file a registration statement on Form S-4 containing a definitive proxy statement/prospectus for Cartesian III shareholders and Factorial stockholders. The filing includes customary forward-looking statement language and explains where shareholders can obtain copies of transaction materials once filed.

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.