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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 26, 2026
Cartesian
Growth Corporation III
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction
of incorporation) |
001-42629
(Commission File Number) |
N/A
(I.R.S. Employer
Identification No.) |
| |
|
|
|
505
Fifth Avenue, 15th Floor
New York, New York
(Address of principal executive offices) |
10017
(Zip Code) |
| |
|
| |
(212)
461-6363
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report) |
|
| |
|
|
|
|
|
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:
| x | 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)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
CGCTU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CGCT |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CGCTW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On February 26, 2026, Cartesian Growth Corporation III
(“Cartesian III”) and Factorial Inc. (“Factorial”), a U.S.-based leader in solid-state battery technology,
announced that Factorial has entered into a Memorandum of Understanding (“MOU”) with Philenergy Co., Ltd., a leading provider of battery equipment and infrastructure based in South Korea. The MOU outlines a
strategic manufacturing collaboration intended to accelerate the scale up of Factorial’s Solstice™ all-solid-state
battery platform. The MOU is non-binding and the proposed collaboration remains subject to the negotiation and execution of
definitive agreements and the satisfaction of customary conditions. There can be no assurance that any definitive agreements will be
entered into or that the proposed collaboration will be completed on the terms described, or at all.
A copy of the press release announcing the MOU is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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 |
|
Press Release, dated February 26, 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: February 26, 2026
Exhibit 99.1
Factorial
and Philenergy Sign MOU to Accelerate All-Solid-State Battery Manufacturing
Strategic
collaboration explores manufacturing infrastructure for Solstice™, a high energy density, solid-state platform designed
for extended range and high temperature stability
BOSTON,
Mass. and SEOUL, South Korea —Factorial Inc. (“Factorial”), the U.S. solid-state battery developer redefining
what's possible in advanced energy systems, and Cartesian Growth Corporation III (“Cartesian III”) today announced that Factorial
has signed a Memorandum of Understanding (MOU) for a strategic manufacturing collaboration with Philenergy, Korea's leading battery equipment
and infrastructure provider, intended to accelerate the scale up of Factorial's groundbreaking Solstice™ all-solid-state battery
platform.
Through their collaboration, the companies will explore integrating
Philenergy’s world-class production infrastructure and proven supply chain with Factorial’s proprietary battery architecture.
"The companies that win in next-generation batteries won't just
have breakthrough technology – they'll have production partners experienced in battery manufacturing and capable of delivering at
scale," said Siyu Huang, CEO of Factorial. "Philenergy brings proven production expertise and infrastructure that matches the
ambition of Solstice™."
Philenergy's advanced manufacturing capabilities – including
automated laser notching, precision stacking systems, next-generation winding technology, and intelligent assembly infrastructure –
represent the cutting edge of battery production engineering. The company's modular factory architecture delivers capital efficiency,
deployment speed, and operational flexibility that traditional fixed-line approaches cannot match. For Factorial, this could mean reaching
volume manufacturing faster while maintaining the rigorous process control demanded by solid-state technology.
“Factorial has established itself as a true technology leader
in the solid-state battery space, with deep materials expertise and a clear path toward scalable commercialization,” said Kim Kwang-il,
CEO of Philenergy. “The Solstice™ platform represents one of the most advanced solid-state architectures in the industry,
combining high energy density with manufacturability. We are proud to support Factorial’s vision and contribute our manufacturing
capabilities to help bring this breakthrough technology to global markets.”
Solstice™ delivers what conventional lithium-ion batteries cannot:
up to 80% higher energy density while maintaining stable operation at temperatures as high as 90°C – significantly increasing
the thermal ceiling of conventional lithium-ion systems. This step change in performance isn't incremental – it unlocks entirely
new applications.
The platform's breakthroughs extend beyond performance. Solstice™
features a faster formation process and eliminates hazardous solvents through a novel dry cathode architecture, reducing the energy-intensive
manufacturing steps and attendant production and environmental impacts of conventional lithium-ion batteries.
As global demand intensifies for energy systems that provide reliable
sustained power, perform in extreme conditions, and operate safely under stress, this collaboration positions both companies at the forefront
of the battery revolution reshaping transportation, defense, and industrial applications.
About Factorial
Founded
and headquartered in the greater Boston area, Factorial operates at the forefront of solid-state battery development. Its
proprietary FEST® and Solstice™ platforms deliver industry leading performance with scalable manufacturing, developed in
close collaborations with strategic customers. Mercedes-Benz's real-world road testing in a lightly modified test vehicle achieved
over 1,200 km of range on a single charge, while Stellantis-lab testing verified 77 Ah cells demonstrating high energy density,
fast-charging, and robust performance across temperature extremes. Factorial’s commercial partnerships include global
automotive leaders such as Mercedes-Benz, Stellantis, Hyundai Motor Company, and Kia Corporation. For more information, visit www.factorialenergy.com.
About Philenergy
Philenergy
Co., Ltd, a company listed on the Korean stock market (KOSDAQ), is a leading provider of battery assembly solutions based in Osan, South
Korea. A pioneer in high-speed manufacturing technology, Philenergy specializes in laser notching, 4600-series winding, and advanced stacking
equipment. The company is recognized for its proprietary laser production and Roll-to-Roll (R2R) technologies, which significantly improve
productivity and reduce operating costs in battery cell assembly. With operations in South Korea, Hungary, and the United States, Philenergy
is committed to advancing the global battery manufacturing landscape through automation and precision engineering. For more information,
visit www.philenergy.co.kr.
About Cartesian III
Cartesian
III is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
or reorganization or engaging in any other similar business combination with one or more businesses or entities. Cartesian III is an affiliate
of Cartesian Capital Group, LLC, a global private equity firm and registered investment adviser headquartered in New York City, New York.
Cartesian III is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012. For more information about
Cartesian III, please visit www.cartesiangrowth.com/cgc3.
Forward Looking Statements
Certain statements in this communication may be considered “forward-looking
statements.” Forward-looking statements herein generally relate to 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. 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.
While Factorial and/or Cartesian III may elect to update such forward-looking statements in the future, it disclaims any obligation to
do so.
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.
Contacts
Derek Brekken
factorial@antennagroup.com
