CGCT: 8-K · litigation
Factorial Energy Inc. disclosed that on October 7, 2026, an arbitrator at the International Centre for Dispute Resolution issued a final award in favor of a vendor in a contractual dispute, requiring the Company to pay a net amount of approximately $4.5 million. The arbitration was initiated on March 14, 2025 and was previously disclosed in the Company's 10-Q for the quarter ended June 30, 2026. The $4.5 million payment is a negative outcome but modest in scale, presenting a near-term cash outflow rather than an existential risk to the battery technology company.
CGCT: 10-Q · periodic report
Factorial Energy's first quarterly report as a public company covers the quarter in which its de-SPAC merger with Cartesian Growth Corporation III closed on June 5, 2026, renaming the entity Factorial Energy Inc. and listing its Series A common stock as FAC on the Nasdaq Global Market. The transaction and concurrent PIPE delivered roughly $112.1 million in gross proceeds, or about $92.0 million net of $20.1 million in transaction costs. The company remains pre-revenue: it posted a Q2 2026 net loss of $11.3 million (vs. $10.6 million a year earlier) and a six-month loss of $19.9 million, with an accumulated deficit of $275.5 million. Management concluded that previously raised going-concern doubt has been alleviated, backed by $112.8 million of cash and equivalents at June 30, 2026. The post-merger balance sheet carries a $44.6 million liability for 6.8 million private warrants alongside 13.8 million public warrants struck at $11.50, creating a meaningful dilution overhang. Strategic investors Mercedes-Benz and Stellantis hold board representation and remain counterparties to joint development agreements, and a February 2026 development agreement with PowerCo SE runs fifteen months. Key watch items include a vendor arbitration seeking $4.9 million in damages (post-hearing submissions made July 2026), a 37% year-over-year jump in Q2 SG&A from public-company costs, and management's warning that R&D and capex will increase materially as Factorial scales fabrication lines in the U.S. and South Korea.
CGCT: 8-K · earnings release
Factorial Energy reported its first quarterly results as a public company, posting Q2 2026 operating expenses of $13.0 million and a GAAP net loss of $11.3 million. For the six months ended June 30, 2026, operating expenses were $19.5 million with a GAAP net loss of $19.9 million and non-GAAP operating expenses of $14.5 million. The company remains pre-revenue. Factorial ended the quarter with approximately $112.8 million in cash and guided to roughly $40 million of full-year 2026 non-GAAP operating expenses plus $13 million of capital expenditures. Management expects first commercial revenue in 2027, driven by a July drone battery order and a January supercar battery order. The quarter's milestones included the first automotive integration of solid-state cells in North America via a Dodge Charger Daytona with Stellantis, a Tulip Tech partnership after flight tests showing over 30% longer range, a manufacturing MoU with SK On, and Dieter Zetsche joining the board following the June business combination with Cartesian Growth Corporation III. The 8-K also furnished an updated investor presentation under Reg FD highlighting 390 Wh/kg demonstrated energy density, a target of approximately 450 Wh/kg by year-end, 150+ patents and applications, and a capital-light model compatible with up to 80% of existing lithium-ion manufacturing equipment.
CGCT: S-1 · shelf registration
Factorial Energy Inc. filed an S-1 shelf registration covering up to 86,441,489 shares of Series A Common Stock for resale by selling securityholders and up to 13,800,000 shares issuable upon exercise of Public Warrants at $11.50 per share, following the completion of its SPAC business combination with Cartesian Growth Corporation III on June 5, 2026. The company is a pre-commercialization solid-state battery developer with zero revenue and net losses of $73.9 million in 2025 and $54.3 million in 2024, and the filing includes going concern language indicating substantial doubt about the company's ability to continue as a going concern without additional financing. A material weakness in internal control over financial reporting has been identified, and the Legacy Factorial Founders hold 62.9% of total voting power through Series B Common Stock with ten votes per share, qualifying Factorial Energy as a controlled company under Nasdaq rules. The business combination valued Legacy Factorial at an equity value of $1.1 billion, with the stock trading at $11.41 per share on Nasdaq under the symbol FAC as of June 26, 2026.
CGCT: SCHEDULE 13D · ownership disclosure
A Joint Filing Agreement has been submitted as Exhibit 1 to a Schedule 13D regarding the Class A common stock of Factorial Energy Inc. The agreement was executed in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, allowing for the joint filing of the beneficial ownership report on behalf of the undersigned parties. The undersigned parties agreed to the joint filing of the Schedule 13D and acknowledged their individual responsibility for the timeliness, completeness, and accuracy of the information concerning them. The agreement stipulates that no party is responsible for the information regarding other parties unless they have knowledge of inaccuracy. This filing confirms that one or more parties hold a stake in Factorial Energy exceeding 5%, as required by Schedule 13D regulations. The specific identities of the filing persons and the purpose of the transaction are not detailed in this exhibit but are expected to be disclosed in the main body of the Schedule 13D.
Stellantis N.V., Stellantis Europe S.p.A., and Stellantis Ventures B.V. have entered into a Joint Filing Agreement to file a Schedule 13D regarding their beneficial ownership of Factorial Energy Inc. shares. The agreement, executed on June 16, 2026, is filed in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. Giorgio Fossati has been appointed as the attorney-in-fact for Stellantis Europe S.p.A. to execute the necessary filings, including Schedules 13D and 13G, on behalf of the company. The power of attorney granted to Fossati remains in full force until June 1, 2028, unless revoked earlier. The filing identifies the directors and executive officers of Stellantis, including Chairman and Executive Director John Elkann and CEO Antonio Filosa. Stellantis exercises ultimate control over the reporting persons involved in this disclosure.
CGCT: 8-K · acquisition merger
Factorial Energy Inc. (formerly Cartesian Growth Corporation III) completed its business combination with Factorial Inc. on June 5, 2026, and began trading on the Nasdaq Capital Market under the new ticker symbol 'FAC'. The transaction raised approximately $112.1 million in gross proceeds, including $100.9 million from PIPE investors and $11.2 million from the SPAC trust account, while $240.1 million was paid out to redeeming shareholders. The company appointed Siyu Huang as CEO and Alex Yu as CTO, with a new board of directors including representatives from major strategic investors Mercedes-Benz and Stellantis. The capital structure includes 91.5 million shares of Series A common stock and 15.5 million shares of Series B common stock, which carry 10 votes per share, giving the founders significant voting control. In connection with the closing, the company dismissed its former auditor CBIZ and engaged RSM US LLP as its new independent auditor. The filing also discloses lock-up provisions for certain shareholders, with early release thresholds tied to share price milestones of $12.00, $14.00, and $16.00.
CGCT: 25-NSE · delisting
Factorial Energy Inc. has filed Form 25-NSE, notifying the SEC of the voluntary withdrawal of its securities from listing and registration on a national securities exchange. This filing signifies that the company is no longer listed on a major US exchange such as the NYSE or Nasdaq. Consequently, the shares will likely cease trading on these platforms and may move to the OTC markets or be delisted entirely. For investors, this represents a significant liquidity event and a major red flag regarding the company's financial health or corporate status, as voluntary delisting is often associated with bankruptcy, merger completion, or severe financial distress.
Factorial Energy Inc. (formerly Cartesian Growth Corporation III) announced the consummation of its business combination with Factorial Inc. on June 5, 2026. The transaction involved the domestication of the SPAC from the Cayman Islands to Delaware and the merger of a subsidiary into Factorial Inc., which now survives as a wholly-owned subsidiary. The company’s Series A Common Stock and Public Warrants are approved for listing on the Nasdaq Capital Market under the new symbols “FAC” and “FACWW,” respectively. Trading under these new symbols is scheduled to commence at the opening of trading on Monday, June 8, 2026. Prior to the domestication, 23,051,313 Class A ordinary shares were redeemed, and all Class B ordinary shares were converted into Class A shares on a one-for-one basis. These shares were then reclassified into Series A common stock of the new public company.
Factorial and Cartesian Growth Corporation III Announce Approval of Business Combination by Cartesian Growth Shareholders
Cartesian Growth Corporation III (CGCT) shareholders approved the business combination with Factorial Inc. at an extraordinary general meeting on May 27, 2026. The combined company will be renamed Factorial Energy Inc. and is expected to trade on Nasdaq under the ticker symbols FAC and FACWW once the transaction closes. Factorial is a solid-state battery developer with partnerships including Mercedes-Benz, Stellantis, Hyundai, and Kia, and is backed by In-Q-Tel.
CGCT: 8-K · debt financing
Cartesian Growth Corporation III issued a $150,000 unsecured promissory note to its sponsor, CGC III Sponsor LLC, on May 18, 2026. The note bears no interest and is payable upon the earlier of the company’s initial business combination or its winding up. The sponsor has the option to convert the note principal into working capital warrants at a rate of $1.00 per warrant if the business combination is consummated. These warrants would have terms identical to the private placement warrants issued during the company’s IPO. This transaction is a routine working capital arrangement for a pre-deal SPAC and does not involve public shareholders or material dilution at this stage.
CGCT: 8-K · material agreement
Cartesian Growth Corp III (CGCT) filed an 8-K reporting an amendment to its business combination agreement with Factorial Inc. The amendment confirms that upon closing and domestication to Delaware, the combined entity will be named 'Factorial Energy, Inc.' The filing also discloses a letter agreement with an institutional investor, allowing the investor to satisfy up to 2 million of its 7.5 million share PIPE commitment by purchasing shares on the open market at prevailing prices. The sponsor will transfer founder shares to the investor to cover any price differential above the $10.00 subscription price. The post-closing capital structure will include a dual-class share system where Series B shares held by founders carry 10 votes per share, compared to one vote per Series A share. Lock-up provisions for insiders will expire in tranches based on the stock price reaching $12, $14, or $16 VWAP thresholds.
Cartesian Growth Corp III reported a net income of $1.68 million for the quarter ended March 31, 2026, driven primarily by $2.49 million in interest earned on its trust account, which grew to $285.9 million. The company continues to pursue its business combination with Factorial Inc., with closing expected in mid-2026 pending shareholder approvals and customary conditions. The filing confirms a $100 million PIPE financing agreement with institutional and sponsor-affiliated investors, involving the issuance of approximately 9.93 million shares of New Factorial Series A Common Stock at an average price of $10.08 per share. Management has disclosed a going concern note, citing substantial doubt about the company's ability to continue as a going concern if the business combination is not completed within the required timeframe. The trust account balance increased by approximately $2.49 million due to interest income, while operating cash flow was negative $227,953 due to general and administrative expenses of $811,301. The company holds $396,210 in cash outside the trust account for working capital purposes.
