Cartesian Growth Corp III Amends SPAC Merger; Factorial Name Change, PIPE Adjustment

Cartesian Growth Corp III

Amendment No. 2 to merger agreement changes post-closing name to 'Factorial Energy Inc.' from Cartesian Growth Corp III.
Institutional investor's 7.5M-share PIPE obligation partially satisfied via open market purchases of up to 2M Class A shares.
Sponsor agrees to transfer Class B shares equal to (Differential Amount / $10) at closing; Factorial reimburses Sponsor in cash.
Differential Amount is excess of actual purchase price over $10 per share for open market shares.

Key facts

Extracted from this filing and checked against the source text.

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

Cartesian Growth Corp III entered into Letter Agreement with Institutional Investor, Factorial, and CGC III Sponsor LLC (effective 2026-05-18).

Action: entry
Counterparty: Institutional Investor, Factorial, and CGC III Sponsor LLC
Effective: 2026-05-18

Exact text from the filing

On May 18, 2026, the Institutional Investor entered into an agreement (the “Letter Agreement”) with Factorial and CGC III Sponsor LLC

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

Cartesian Growth Corp III amended Amendment No. 2 to the Business Combination Agreement with Factorial Inc. (effective 2026-05-18).

Action: amendment
Agreement: merger
Counterparty: Factorial Inc.
Effective: 2026-05-18

Exact text from the filing

On May 18, 2026, Cartesian III, Merger Sub and Factorial entered into Amendment No. 2 to the Business Combination Agreement (the “BCA Amendment”).

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38 material agreements filed in the last 30 days. Browse all material agreements →

Cartesian Growth Corp III filing history →

Source: SEC EDGAR

accession 0001104659-26-063016

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