Factorial Energy (NASDAQ: FAC) closes SPAC merger and sets FAC, FACWW trading

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing 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.

Insights

SPAC merger closes, structure and float reset ahead of Nasdaq trading.

The business combination between Cartesian Growth Corporation III and Factorial Inc. has closed, with CGC migrating from the Cayman Islands to Delaware and being renamed Factorial Energy Inc. Factorial now operates as a wholly owned subsidiary of the public company.

Before domestication, CGC redeemed 23,051,313 Class A public shares and converted all Class B founder shares into Class A on a one-for-one basis. This sequence simplifies the capital structure and reduces the public share count, affecting the eventual trading float without changing the agreed transaction terms.

The new Series A common stock and public warrants are approved for listing on the Nasdaq Capital Market under the symbols FAC and FACWW, with trading scheduled to begin on June 8, 2026. Subsequent disclosures may provide more detail on post-merger ownership and capital structure.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Redeemed Class A shares: 23,051,313 shares Warrant exercise price: $11.50 per share Trading start date: June 8, 2026 +2 more

5 metrics

Redeemed Class A shares 23,051,313 shares Class A ordinary shares redeemed immediately prior to domestication

Warrant exercise price $11.50 per share Each whole warrant exercisable for one Series A common share

Trading start date June 8, 2026 Nasdaq trading commencement for FAC and FACWW

Par value Series A Common $0.00001 per share Par value of PubCo Series A common stock

Former par value Class A $0.0001 per share Par value of CGC Class A ordinary shares before domestication

Key Terms

Domestication, Business Combination, Class A ordinary shares, PubCo Series A Common Stock, +2 more

6 terms

Domestication regulatory

"the domestication of CGC as a Delaware corporation, in which CGC de-registered from the Register of Companies in the Cayman Islands"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

Business Combination financial

"such transactions, together with the Domestication and the Merger, the “Business Combination”"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Class A ordinary shares financial

"redemption of 23,051,313 Class A ordinary shares of CGC, par value $0.0001 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

PubCo Series A Common Stock financial

"was reclassified as one share of Series A common stock, par value $0.00001 per share, of PubCo (the “PubCo Series A Common Stock”)"

Public Warrants financial

"The PubCo Series A Common Stock and PubCo Public Warrants have been approved for listing on the Nasdaq Capital Market"

Public warrants are tradable securities that give the holder the right to buy a company’s stock at a fixed price before a set expiration date. Like a coupon that lets you purchase shares later at a preset price, they matter to investors because using them can bring new cash into the company but also increase the total number of shares outstanding, which can dilute existing ownership and influence the stock’s price and potential gains.

Nasdaq Capital Market market

"approved for listing on the Nasdaq Capital Market under the new trading symbols “FAC” and “FACWW”"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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Understanding 8-K Material Events →

06/05/2026 - 04:07 PM

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): June 5, 2026

FACTORIAL ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42629		42-2967285
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

805 Middlesex Turnpike

Billerica, MA 01821

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (617) 315-9733

CARTESIAN GROWTH CORPORATION III

505 Fifth Avenue, 15th Floor

New York, New York 10017

(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:

¨	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	Name of each exchange on which registered
Series A Common Stock, par value $0.00001 per share	FAC	The Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Series A Common Stock at an exercise price of $11.50	FACWW	The Nasdaq Capital Market

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. ¨

Item 8.01. Other Information

On June 5, 2026 (the “Closing Date”), Cartesian Growth Corporation III, a Cayman Islands exempted company (“CGC”), consummated the previously announced business combination pursuant to the terms of the business combination agreement, dated December 17, 2025, by and among CGC, Fenway MS, Inc., a Delaware corporation and wholly-owned subsidiary of CGC (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”) (as amended by Amendment No. 1 to Business Combination Agreement, dated as of March 26, 2026, and Amendment No. 2 to Business Combination Agreement, dated as of May 18, 2026, the “Business Combination Agreement”). Pursuant to the terms of the Business Combination Agreement, among other things, the following occurred: (1) the domestication of CGC as a Delaware corporation, in which CGC de-registered from the Register of Companies in the Cayman Islands and transferred by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with CGC’s amended and restated memorandum and articles of association, Section 388 of the Delaware General Corporation Law (the “DGCL”) and Part XII of the Cayman Islands Companies Act (As Revised) (the “Domestication”); (2) the merger of Merger Sub with and into Factorial with Factorial surviving the merger as a wholly-owned subsidiary of CGC (the “Merger”), in accordance with the Business Combination Agreement and the DGCL; and (3) the consummation of the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Domestication and the Merger, the “Business Combination”). In connection with the consummation of the Business Combination, CGC changed its corporate name to Factorial Energy Inc. (“PubCo”).

This Current Report on Form 8-K (this “Current Report”) references certain sections in CGC’s definitive proxy statement/prospectus dated as of, and filed with the Securities and Exchange Commission pursuant to Rule 424(b) on, May 6, 2026 (the “Proxy Statement/Prospectus”). Terms used but not defined in this Current Report, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Prospectus, and such definitions are incorporated herein by reference.

In connection with the Domestication, immediately prior to the Domestication, (1) CGC effected the redemption of 23,051,313 Class A ordinary shares of CGC, par value $0.0001 per share (the “CGC Class A Shares”), initially issued in CGC’s initial public offering (the “Public Shares”) that were validly submitted for redemption and not withdrawn; and (2) each holder, including CGC III Sponsor LLC, a Cayman Islands limited liability company and the sponsor of CGC, of each issued and outstanding Class B ordinary share of CGC, par value $0.0001 per share (the “CGC Class B Shares”, and together with the CGC Class A Shares, the “CGC Ordinary Shares”) irrevocably and unconditionally elected to convert, on a one-for-one basis, each CGC Class B Share held by it into one CGC Class A Share (the “Class B Share Conversion”). At the effective time of the Domestication, each outstanding CGC Class A Share (excluding Public Shares validly submitted for redemption, but including CGC Class A Shares issued upon the Class B Share Conversion) was reclassified as one share of Series A common stock, par value $0.00001 per share, of PubCo (the “PubCo Series A Common Stock”).

The PubCo Series A Common Stock and PubCo Public Warrants have been approved for listing on the Nasdaq Capital Market under the new trading symbols “FAC” and “FACWW,” respectively. Trading of the PubCo Series A Common Stock and PubCo Public Warrants under the new trading symbols will commence at the opening of trading on Monday, June 8, 2026.

Additional information will be set forth in a separate Current Report on Form 8-K to be filed within four business days after the Closing Date.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FACTORIAL ENERGY INC.

By:	/s/ Siyu Huang
Name:	Siyu Huang
Title:	Chief Executive Officer

Date: June 5, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Cartesian Growth Corporation III (CGCT) announce on June 5, 2026?

The company announced it closed its business combination with Factorial Inc., migrated from the Cayman Islands to Delaware, and changed its name to Factorial Energy Inc. The transaction also completed a related merger making Factorial a wholly owned subsidiary of the new public company.

What is the new name and Nasdaq ticker for Factorial Energy after the merger?

Following the business combination, Cartesian Growth Corporation III was renamed Factorial Energy Inc. Its Series A common stock has been approved for listing on the Nasdaq Capital Market under the new symbol FAC, while its public warrants will trade under the symbol FACWW.

When will Factorial Energy (FAC) and its warrants (FACWW) begin trading on Nasdaq?

The Series A common stock of Factorial Energy Inc. and its public warrants are scheduled to begin trading on the Nasdaq Capital Market under the symbols FAC and FACWW, respectively, at the opening of trading on Monday, June 8, 2026, following approval for listing.

How many shares were redeemed in the Factorial Energy SPAC transaction?

Immediately prior to domestication, Cartesian Growth Corporation III redeemed 23,051,313 Class A ordinary shares that were initially issued in its IPO and were validly submitted for redemption and not withdrawn. These redemptions reduced the number of public shares outstanding before reclassification.

What happened to the Class B founder shares in the Factorial Energy merger?

Each holder of issued and outstanding Class B ordinary shares of Cartesian Growth Corporation III irrevocably elected to convert those shares into Class A ordinary shares on a one-for-one basis. These converted Class A shares were then reclassified into Series A common stock of Factorial Energy Inc.

What corporate steps made up the Factorial Energy business combination?

The transaction involved three key steps: CGC’s domestication from the Cayman Islands to Delaware, the merger of Fenway MS, Inc. with and into Factorial Inc. with Factorial surviving, and consummation of related transactions under the Business Combination Agreement collectively referred to as the Business Combination.

Filing Exhibits & Attachments

4 documents

Factorial Energy (NASDAQ: FAC) closes SPAC merger and sets FAC, FACWW trading

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