CGC SPAC to merge with Factorial in $1.1B deal; solid-state battery focus

Cartesian Growth Corp III

Business Combination Agreement signed Dec 17, 2025; Factorial valued at implied $1.1B fully-diluted equity.
PIPE financing of $100M ($25M sponsor, $75M institutional) to support post-merger growth.
Factorial's solid-state cells validated with Mercedes-Benz (1,200 km range) and Stellantis.
Closing expected mid-2026; subject to shareholder approvals, HSR clearance, and Nasdaq listing.
Lock-up structure: 25% at 180 days, 25% at 270 days, 50% at 1 year post-closing.

item 1.01 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.4

Cartesian Growth Corp III issued shares of New Factorial Series A Common Stock of common stock to PIPE Investors.

Security: common stock
Shares: shares of New Factorial Series A Common Stock
Purchaser: PIPE Investors

Exact text from the filing

The shares of New Factorial Series A Common Stock issuable to the PIPE Investors pursuant to the Investor Stock Purchase Agreements will not be registered under the Securities Act

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cartesian Growth Corp III entered into Business Combination Agreement with Factorial Inc. (effective 2025-12-17).

Action: entry
Agreement: merger
Counterparty: Factorial Inc.
Effective: 2025-12-17

Exact text from the filing

On December 17, 2025, Cartesian Growth Corporation III, a Cayman Islands exempted company (“ CGC ”), Fenway MS, Inc., a Delaware corporation (“ Merger Sub ”), and Factorial Inc., a Delaware corporation (“ Factorial ”), entered into a Business Combination Agreement

View on SEC.gov

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Cartesian Growth Corp III filing history →

Source: SEC EDGAR

accession 0001104659-25-122322

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