Cartesian Growth Corp Iii SEC Filings

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.

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.

Cartesian Growth Corp III reported insider activity involving entities associated with Chairman and CEO Peter Yu. Pangaea Three-B, LP, which is controlled by Mr. Yu, made an open-market purchase of 6,089 Class A ordinary shares at $10.377 per share, bringing its directly held Class A position to 1,468,894 shares. Earlier in the month, Pangaea made a bona fide gift of 8,195 Class A ordinary shares. The filing also shows significant existing positions: warrants exercisable at $11.50 to acquire 4,400,000 Class A shares held by the sponsor and 324,120 warrants held by Pangaea, plus 6,800,000 Class B ordinary shares held by the sponsor and 100,000 Class B shares held indirectly that are convertible into Class A shares in connection with the company’s initial business combination.

Cartesian Growth Corp III reported insider activity involving entities associated with Chairman and CEO Peter Yu. Pangaea Three-B, LP, which is controlled by Mr. Yu, made an open-market purchase of 6,089 Class A ordinary shares at $10.377 per share, bringing its directly held Class A position to 1,468,894 shares. Earlier in the month, Pangaea made a bona fide gift of 8,195 Class A ordinary shares. The filing also shows significant existing positions: warrants exercisable at $11.50 to acquire 4,400,000 Class A shares held by the sponsor and 324,120 warrants held by Pangaea, plus 6,800,000 Class B ordinary shares held by the sponsor and 100,000 Class B shares held indirectly that are convertible into Class A shares in connection with the company’s initial business combination.

Cartesian Growth Corporation III disclosed that it has created a new financing commitment with its sponsor through an unsecured promissory note. On May 18, 2026, the company issued a $150,000 note to CGC III Sponsor LLC that bears no interest and becomes due upon either completion of its initial business combination or the effective date of its winding up, whichever comes first.

If a business combination is completed, the sponsor may choose to convert some or all of the principal into working capital warrants at a rate of one warrant for each $1.00 of principal, rounded up to the nearest whole warrant. These warrants would have the same terms as the private placement warrants sold in the IPO, including transfer restrictions. The note includes customary default provisions and was issued under a private offering exemption.

Cartesian Growth Corporation III disclosed that it has created a new financing commitment with its sponsor through an unsecured promissory note. On May 18, 2026, the company issued a $150,000 note to CGC III Sponsor LLC that bears no interest and becomes due upon either completion of its initial business combination or the effective date of its winding up, whichever comes first.

If a business combination is completed, the sponsor may choose to convert some or all of the principal into working capital warrants at a rate of one warrant for each $1.00 of principal, rounded up to the nearest whole warrant. These warrants would have the same terms as the private placement warrants sold in the IPO, including transfer restrictions. The note includes customary default provisions and was issued under a private offering exemption.

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.

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.

Cartesian Growth Corporation III, a SPAC, reported net income of $1.68 million for the quarter ended March 31 2026, driven by $2.49 million of interest on its Trust Account and offset by $0.81 million of general and administrative costs.

Total assets were $286.4 million, including $285.87 million of investments in the Trust Account backing the 27,600,000 Class A shares subject to redemption at about $10.36 per share. Cash outside the trust was $396,210, and the company had a working capital deficit and disclosed substantial doubt about its ability to continue as a going concern absent a business combination.

The SPAC has a pending Business Combination Agreement with Factorial Inc., alongside a planned $100 million PIPE financing for 9,927,184 shares of New Factorial Series A Common Stock, and expects the transaction to close in mid‑2026, subject to shareholder approvals and customary conditions.

Cartesian Growth Corporation III, a SPAC, reported net income of $1.68 million for the quarter ended March 31 2026, driven by $2.49 million of interest on its Trust Account and offset by $0.81 million of general and administrative costs.

Total assets were $286.4 million, including $285.87 million of investments in the Trust Account backing the 27,600,000 Class A shares subject to redemption at about $10.36 per share. Cash outside the trust was $396,210, and the company had a working capital deficit and disclosed substantial doubt about its ability to continue as a going concern absent a business combination.

The SPAC has a pending Business Combination Agreement with Factorial Inc., alongside a planned $100 million PIPE financing for 9,927,184 shares of New Factorial Series A Common Stock, and expects the transaction to close in mid‑2026, subject to shareholder approvals and customary conditions.

Cartesian Growth Corp III reports that Meteora Capital, LLC and Vik Mittal disclosed beneficial ownership of 1,492,978 shares of Class A Common Stock, representing 5.40% of the class. The filing lists shared voting and shared dispositive power over these shares.

The statement is signed by Vik Mittal on 05/15/2026 and provides the reporting persons' business address in Boca Raton, Florida.

Cartesian Growth Corp III reports that Meteora Capital, LLC and Vik Mittal disclosed beneficial ownership of 1,492,978 shares of Class A Common Stock, representing 5.40% of the class. The filing lists shared voting and shared dispositive power over these shares.

The statement is signed by Vik Mittal on 05/15/2026 and provides the reporting persons' business address in Boca Raton, Florida.

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.