8-K
filed May 27, 2026, 8:37 PM ET
ticker CGCT
CIK 0002049662
M&A
confidence high
sentiment neutral
materiality 0.75
Cartesian Growth shareholders approve merger with Factorial; ~$240M redeemed
Cartesian Growth Corp III
- All 10 proposals approved by shareholders at May 27 special meeting, including business combination.
- Holders of 23,051,313 Class A shares redeemed for ~$239.96M (~$10.41 per share).
- Combined company to be renamed Factorial Energy Inc.; tickers FAC and FACWW on Nasdaq.
- Closing subject to customary conditions; PIPE investors reduced obligations via open market purchases.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cartesian Growth Corp III shareholders approved PIPE Stock Issuance Proposal (issuance to PIPE Investors) at the 2026-05-27 meeting.
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
The PIPE Stock Issuance Proposal The proposal to approve the issuance or potential issuance of (i) shares of PubCo Series A Common Stock to the PIPE Investors in the PIPE Investment pursuant to the Investor Stock Purchase Agreements and (ii) any other issuances of PubCo Series A Common Stock pursuant to subscription, purchase or similar agreements the Company or Factorial has entered, or may enter, into prior to Closing, and for purposes of complying with the applicable provisions of Nasdaq Stock Market was approved. The voting results were as follows: For Against Abstentions 20,943,027 2,287,668 8,080
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cartesian Growth Corp III shareholders approved Incentive Plan Proposal (PubCo Incentive Plan) at the 2026-05-27 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
The Incentive Plan Proposal The proposal to approve the PubCo Incentive Plan, a copy of which was attached to the Proxy Statement as Annex K was approved. The voting results were as follows: For Against Abstentions 20,575,853 2,656,287 6,635
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cartesian Growth Corp III shareholders approved Director Election Proposal (election of seven directors to serve on PubCo board) at the 2026-05-27 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
The Director Election Proposal The proposal to approve the election of seven (7) directors to serve on the PubCo board of directors until their respective successors are duly elected and qualified was approved. The voting results were as follows: Class of Director Name of Director For Against Abstentions III Siyu Huang 20,05 8,906 0 2,289,920 II Alex Yu 20,055,156 0 2,293,670 III Joseph M. Taylor 19,705,156 0 2,643,670 II Uwe Keller 20,058,906 0 2,289,920 I Liad Meidar 20,058,906 0 2,289,920 II Dieter Zetsche 20,057,906 0 2,290,920 I Jon Nelson 20,058,907 0 2,289,919
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cartesian Growth Corp III shareholders approved BCA Stock Issuance Proposal (issuance of PubCo Common Stock in Domestication and Merger) at the 2026-05-27 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
The BCA Stock Issuance Proposal The proposal to approve the issuance or potential issuance of shares of PubCo Common Stock to the shareholders of the Company in the Domestication and stockholders of Factorial in the Merger pursuant to the Business Combination Agreement and for purposes of complying with the applicable provision of Nasdaq Stock Market was approved. The voting results were as follows: For Against Abstentions 20,948,432 2,287,263 3,080
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cartesian Growth Corp III shareholders approved Domestication Proposal (change of jurisdiction from Cayman Islands to Delaware) at the 2026-05-27 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
The Domestication Proposal The proposal to approve the change of the Company's jurisdiction of registration from the Cayman Islands to the State of Delaware was approved. The voting results were as follows: For Against Abstentions 20,948,475 2,287,265 3,035
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cartesian Growth Corp III shareholders approved Organizational Documents Proposal (approve new certificate of incorporation and bylaws) at the 2026-05-27 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
The Organizational Documents Proposal The proposal to approve and adopt the Company's new certificate of incorporation and bylaws in connection with the Business Combination was approved. The voting results were as follows: For Against Abstentions 20,948,432 2,287,263 3,080
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cartesian Growth Corp III shareholders approved ESPP Proposal (Employee Stock Purchase Plan) at the 2026-05-27 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
The ESPP Proposal The proposal to approve the ESPP, a copy of which was attached to the Proxy Statement as Annex L was approved. The voting results were as follows: For Against Abstentions 19,848,905 3,384,290 5,580
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cartesian Growth Corp III shareholders approved Advisory Organizational Documents Proposals (six non-binding advisory sub-proposals) at the 2026-05-27 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
The Advisory Organizational Documents Proposals Approval of, on a non-binding advisory basis, the six sub Advisory Organizational Documents Proposals. The voting results were as follows: Sub-proposal 1 – Authorized Shares For Against Abstentions 19,807,551 3,421,544 9,680 Sub-proposal 2 – Exclusive Forum Provision For Against Abstentions 20,232,421 3,003,274 3,080 Sub-proposal 3 – Adoption of Supermajority Vote Requirement to Amend the proposed PubCo Organizational Documents For Against Abstentions 19,849,681 3,386,014 3,080 Sub-proposal 4 – Removal of Directors For Against Abstentions 19,850,504 3,384,191 4,080 Sub-proposal 5 – Action by Written Consent of Stockholders For Against Abstentions 19,850,781 3,384,959 3,035 Sub-proposal 6 – Other Changes in Connection with Adoption of the proposed PubCo Organizational Documents For Against Abstentions 20,949,442 2,287,268 2,065
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Cartesian Growth Corp III shareholders approved Business Combination Proposal at the 2026-05-27 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
The Business Combination Proposal The proposal to approve the Business Combination Agreement and the transactions contemplated thereby was approved. The voting results were as follows: For Against Abstentions 20,948,365 2,287,265 3,145
View on SEC.gov
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