Cartesian Growth Corp III (CGCT): M&A transaction — Factorial Energy completes de-SPAC merger, lists on Nasdaq as FAC and FACWW

Cartesian Growth Corp III

Business combination closed June 5, 2026; CGC domesticated to Delaware and renamed Factorial Energy Inc.
Approximately 23.05M SPAC shares redeemed at $10.4159 each for aggregate ~$240.1M.
Gross proceeds of ~$112.1M from trust ($11.2M) and PIPE ($100.9M, incl. NRA proceeds).
Post-combination: ~73.6M Series A shares to non-founder Factorial holders; ~15.5M Series B shares to founders.
Adopted 2026 Equity Incentive Plan (21M shares initial) and Employee Stock Purchase Plan (1.83M shares).

item 1.01 item 5.03 item 2.01 item 3.02 item 9.01 item 4.01 item 3.03 item 8.01 item 5.01 item 5.02 item 5.05 item 5.06 item 7.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Cartesian Growth Corp III: Approved and adopted a new Code of Business Conduct and Ethics for PubCo.

Change: code of ethics

Exact text from the filing

the PubCo Board approved and adopted a new Code of Business Conduct and Ethics, which is applicable to all of PubCo’s employees, officers (including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), agents and representatives, including directors and consultants

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Cartesian Growth Corp III: CGC ceased to be a shell company upon closing of the Business Combination.

Change: shell status

Exact text from the filing

Upon the closing of the Business Combination, CGC ceased to be a shell company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Cartesian Growth Corp III: Adopted PubCo Bylaws effective as of the Merger Effective Time on June 5, 2026, including lock-up transfer restrictions and other amendments (effective 2026-06-05).

Change: bylaw amendment
Effective: 2026-06-05

Exact text from the filing

On June 5, 2026, the PubCo Board approved and adopted the PubCo Bylaws containing the amendments proposed by the Organizational Documents Proposal and Advisory Organizational Documents Proposal and approved at the EGM, which became effective as of the Merger Effective Time.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Cartesian Growth Corp III: Adopted PubCo Charter effective June 4, 2026, reflecting domestication and shareholder-approved amendments (effective 2026-06-04).

Change: charter amendment
Effective: 2026-06-04

Exact text from the filing

The PubCo Charter, which became effective upon filing with the Secretary of State of the State of Delaware on June 4, 2026, includes the amendments proposed by the Domestication Proposal, the Organizational Documents Proposal and the Advisory Organizational Documents Proposals and approved at the EGM.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Cartesian Growth Corp III underwent a change of control involving Factorial Inc. (closed 2026-06-05).

Action: change of control
Counterparty: Factorial Inc.
Closing: 2026-06-05

Exact text from the filing

consummated the previously announced business combination

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

Cartesian Growth Corp III entered into A&R Registration Rights Agreement with PubCo, Sponsor, Cantor and certain stockholders of Factorial.

Action: entry
Counterparty: PubCo, Sponsor, Cantor and certain stockholders of Factorial

Exact text from the filing

In connection with the Closing, PubCo, Sponsor, Cantor and certain stockholders of Factorial entered into an amended and restated registration rights agreement (“A&R Registration Rights Agreement”).

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255 governance changes filed in the last 30 days. Browse all governance changes →

Cartesian Growth Corp III filing history →

Source: SEC EDGAR

accession 0001104659-26-072433

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