---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-072433"
form_type: "8-K"
ticker: "CGCT"
cik: "0002049662"
company_name: "Cartesian Growth Corp III"
filed_at: "2026-06-10T21:29:05+00:00"
generated_at: "2026-06-10T21:30:13.270183+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Factorial Energy completes de-SPAC merger, lists on Nasdaq as FAC and FACWW

## Summary
- 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).

## SEC filing metadata
- accession: 0001104659-26-072433
- form_type: 8-K
- ticker: CGCT
- cik: 0002049662
- company_name: Cartesian Growth Corp III
- filed_at: 2026-06-10T21:29:05+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 5.03, 2.01, 3.02, 9.01, 4.01, 3.03, 8.01, 5.01, 5.02, 5.05, 5.06, 7.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2049662/000110465926072433/0001104659-26-072433-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2049662/000110465926072433/tm2617149d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-072433
- JSON: https://secwatch.observer/filing/0001104659-26-072433.json
- Plain text: https://secwatch.observer/filing/0001104659-26-072433.txt

## Key facts
- Governance Changes
  Cartesian Growth Corp III: Approved and adopted a new Code of Business Conduct and Ethics for PubCo.
  - Change: code of ethics
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/2049662/000110465926072433/0001104659-26-072433-index.htm
- Governance Changes
  Cartesian Growth Corp III: CGC ceased to be a shell company upon closing of the Business Combination.
  - Change: shell status
  source text: Upon the closing of the Business Combination, CGC ceased to be a shell company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2049662/000110465926072433/0001104659-26-072433-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2049662/000110465926072433/0001104659-26-072433-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2049662/000110465926072433/0001104659-26-072433-index.htm
- M&A Transactions
  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
  source text: consummated the previously announced business combination
  evidence_url: https://www.sec.gov/Archives/edgar/data/2049662/000110465926072433/0001104659-26-072433-index.htm
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/2049662/000110465926072433/0001104659-26-072433-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.