# Cartesian Growth Corp III (CGCTW) — merger/spac_merger [completed]
Source: SEC API (secapi.ai) · situation sit_2024cb7c57b735947a4f · retrieved 2026-08-11T16:12:47.287Z

## Overview
Factorial Inc. is a leader in solid-state battery technology, operating at the forefront of battery development with proprietary FEST and Solstice platforms; it has commercial partnerships with global automotive leaders including Mercedes-Benz, Stellantis, Hyundai Motor Company, and Kia Corporation.

Cartesian Growth Corporation III (a blank-check company) and Factorial Inc. (a solid-state battery technology leader) announced on March 10, 2026 that they are pursuing a proposed business combination pursuant to a Business Combination Agreement dated December 17, 2025. The transaction will be submitted to Cartesian III shareholders for approval via proxy vote. Factorial has received strategic investments from IQT (the not-for-profit strategic investor for the U.S. national security community), Philenergy, and POSCO Future M to accelerate expansion into high-growth sectors including drones and mobile robotics. Cartesian III and Factorial intend to file a registration statement on Form S-4 with the SEC, which will include a definitive proxy statement for shareholder voting.

## Terms
- Counterparty: Factorial Inc. · Consideration: stock

## Key dates
- Announced 2026-01-07 · Expected close 2026-06-30 · Completed 2026-06-10

## Timeline
- 2026-01-07 · 425 (0001104659-26-001762): 425 - Cartesian Growth Corp III — *Factorial Inc. is an early-stage company developing solid-state battery technology for commercialization, with collaboration agreements with existing customers and a portfolio of intellectual property.* Factorial Inc., a Delaware corporation developing solid-state battery technology, is combining with Cartesian Growth Corporation III (CGC), a Cayman Islands exempted company, pursuant to a Business Combination Agreement dated December 18, 2025 (as amended), with Fenway MS, Inc. as merger subsidiary. Upon closing, anticipated in mid-2026, CGC will be renamed Factorial Holdings, Inc. and will trade on NASDAQ. Factorial equity holders (RSU, option, and restricted stock award holders) will have their awards exchanged at an estimated exchange ratio of approximately 3.7, with vesting terms generally preserved. All PubCo shares received by Factorial stockholders will be subject to tiered lockup restrictions: 25% for six months, 25% for nine months, and 50% for one year post-closing, subject to early termination upon achievement of certain trading price conditions.
  https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-001762.txt
- 2026-02-26 · 425 (0001104659-26-020155): 425 - Cartesian Growth Corp III — *Factorial Inc. is a U.S.-based solid-state battery developer that has developed proprietary FEST and Solstice platforms delivering high energy density with scalable manufacturing, with commercial partnerships including Mercedes-Benz, Stellantis, Hyundai Motor Company, and Kia Corporation.* On February 26, 2026, Cartesian Growth Corporation III and Factorial Inc., a U.S.-based solid-state battery developer, announced that Factorial has entered into a non-binding Memorandum of Understanding with Philenergy Co., Ltd., a South Korean battery equipment and infrastructure provider. The MOU outlines a strategic manufacturing collaboration intended to accelerate scale-up of Factorial's Solstice all-solid-state battery platform. The proposed collaboration remains subject to negotiation and execution of definitive agreements and satisfaction of customary conditions, with no assurance that any definitive agreements will be entered into or that the collaboration will be completed.
  https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-020155.txt
- 2026-03-10 · 425 (0001104659-26-025613): 425 - Cartesian Growth Corp III — *Factorial Inc. is a leader in solid-state battery technology, operating at the forefront of battery development with proprietary FEST and Solstice platforms; it has commercial partnerships with global automotive leaders including Mercedes-Benz, Stellantis, Hyundai Motor Company, and Kia Corporation.* Cartesian Growth Corporation III (a blank-check company) and Factorial Inc. (a solid-state battery technology leader) announced on March 10, 2026 that they are pursuing a proposed business combination pursuant to a Business Combination Agreement dated December 17, 2025. The transaction will be submitted to Cartesian III shareholders for approval via proxy vote. Factorial has received strategic investments from IQT (the not-for-profit strategic investor for the U.S. national security community), Philenergy, and POSCO Future M to accelerate expansion into high-growth sectors including drones and mobile robotics. Cartesian III and Factorial intend to file a registration statement on Form S-4 with the SEC, which will include a definitive proxy statement for shareholder voting.
  https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-025613.txt
- 2026-06-10 · 8-K (0001104659-26-072433): 8-K FORM 8-K
  https://www.sec.gov/Archives/edgar/data/2049662/000110465926072433/tm2617149d1_8k.htm

## Citations
- 0001104659-26-001762 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926001762
- 0001104659-26-020155 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926020155
- 0001104659-26-025613 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926025613
- 0001104659-26-072433 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926072433