{"url_path":"/sec/cgctw/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-063016-index.html","accession_number":"0001104659-26-063016","cik":"0002049662","ticker":"FAC","issuer_name":"Factorial Energy Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-063016-index.html","primary_entity_key":"0002049662","primary_entity_name":"Cartesian Growth Corp III"},"word_count":1561,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into a Material Definitive Agreement**\n\n \n\n**Amendment to Business Combination Agreement**\n\n \n\nAs previously reported on a Current Report on\nForm 8-K of Cartesian Growth Corporation III, a Cayman Islands exempted company (“Cartesian III”), filed with the U.S. Securities\nand Exchange Commission (the “SEC”) on December 18, 2025 (the “Prior 8-K”), Cartesian III announced that it had\nentered into a business combination agreement, dated December 17, 2025 (as amended, the “Business Combination Agreement” and,\nthe transactions described within, the “Business Combination”), with Fenway MS, Inc., a Delaware corporation (“Merger\nSub”), and Factorial Inc., a Delaware corporation (“Factorial”). Capitalized terms used but not expressly defined in\nthis Current Report on Form 8-K shall have the meanings ascribed to them in the Business Combination Agreement.\n\n \n\nOn May 18, 2026, Cartesian III, Merger Sub and\nFactorial entered into Amendment No. 2 to the Business Combination Agreement (the “BCA Amendment”). The BCA Amendment amends\nthe Business Combination Agreement (and the form of post-closing certificate of incorporation and bylaws attached as annexes thereto)\nto reflect that, in connection with the closing of the Business Combination and upon its domestication as a Delaware corporation, Cartesian\nIII will change its name to “Factorial Energy, Inc.”.\n\n \n\nThe foregoing description of the BCA Amendment\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the BCA Amendment, a copy of which is\nattached hereto as Exhibit 2.1 and is incorporated herein by reference.\n\n \n\n**Letter Agreement**\n\n \n\nAs previously reported on the Prior 8-K, on December\n17, 2025, Cartesian III entered into a Stock Purchase Agreement (the “Institutional Investor Stock Purchase Agreement*”*)\nwith a certain institutional investor (the “Institutional Investor”).   Pursuant to the Institutional Investor Stock\nPurchase Agreement, the Institutional Investor agreed to subscribe for and purchase, and Cartesian III agreed to issue and sell to the\nInstitutional Investor at the closing (the “Closing”) of the Business Combination, 7,500,000 shares of Series A common stock\nof the combined company at a subscription price of $10.00 per share.  Pursuant to the terms of the Institutional Investor Stock Purchase\nAgreement, to the extent the Institutional Investor purchases Class A ordinary shares of Cartesian III on the open market, and agrees\n(i) not to transfer directly or indirectly such shares until the Closing and (ii) to vote such shares in favor of the Business Combination\nand related proposals, it will reduce, on a share for share basis, the Institutional Investors’ purchase obligation under the Institutional\nInvestor Stock Purchase Agreement.\n\n \n\nOn May 18, 2026, the Institutional Investor entered\ninto an agreement (the “Letter Agreement”) with Factorial and CGC III Sponsor LLC, a Cayman Islands limited liability company\nand sponsor of Cartesian III (“Sponsor”), pursuant to which (a) the Institutional Investor agreed to satisfy in part its purchase\nobligation under the Institutional Investor Stock Purchase Agreement through the purchase of up to 2 million Class A ordinary shares of\nCartesian III under the terms of the Letter Agreement, in open market transactions or privately negotiated transactions at market prices,\n(b) Sponsor agreed to transfer, in connection with the Closing, a number of Class B ordinary shares of Cartesian III equal to the quotient\nof the Differential Amount divided by $10.00, and (c) Factorial agreed to reimburse Sponsor in cash the Differential Amount. The “Differential\nAmount” is calculated as the difference between (x) the aggregate purchase price of the open market shares purchased by the Institutional\nInvestor pursuant to the Letter Agreement minus (y) the product of (A) the number of shares so purchased and (B) $10.00.\n\n  \n\n**Forward-Looking Statements**\n\n** **\n\nThis Current Report on Form 8-K includes forward-looking\nstatements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”\n“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”\n“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”\n“outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical\nmatters. These forward-looking statements may include, but are not limited to, statements regarding future events or the future financial\nor operating performance of Factorial or Cartesian III. For example, Factorial’s and Cartesian III’s expectations regarding\nconsummation of the business combination and Factorial’s future financial performance, manufacturing capabilities and operations,\nFactorial’s business plans, and other projections concerning key performance metrics or milestones are forward-looking statements.\nSuch forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially\nfrom those expressed or implied by such forward-looking statements. These forward-looking statements should not be relied upon as representing\nCartesian III’s and Factorial’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly,\nundue reliance should not be placed upon the forward-looking statements. Neither Cartesian III, Factorial nor any of their respective\naffiliates undertake any obligation to update these forward-looking statements, except as required by law.\n\n \n\n \n\n \n\n** **\n\n**Additional Information about the Business Combination\nand Where to Find It**\n\n** **\n\nThis communication relates to the proposed business\ncombination between Factorial and Cartesian III pursuant to the Business Combination Agreement, as amended. The proposed Business Combination\nwill be submitted to shareholders of Cartesian III for their consideration. Cartesian III and Factorial have filed a registration statement\non Form S-4 with the SEC, which was declared effective by the SEC on May 6, 2026 and which includes a definitive proxy statement/prospectus.\nThe definitive proxy statement/prospectus and other relevant documents have been mailed to Cartesian III’s shareholders as of May\n1, 2026, the record date established for voting on the proposed Business Combination in connection with Cartesian III’s solicitation\nof proxies from its shareholders with respect to the proposed Business Combination and other matters described in the Form S-4, and serves\nas the prospectus relating to the offer of the securities to be issued to the stockholders of Factorial in connection with the completion\nof the proposed Business Combination. .Before making any voting or investment decision, Cartesian III shareholders, Factorial stockholders,\nand other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed\nwith the SEC by Cartesian III in connection with the proposed Business Combination and other matters to be described in those documents\nwhen they become available, because they will contain important information about Cartesian III, Factorial and the proposed Business Combination.\nShareholders will also be able to obtain free copies of the proxy statement/prospectus and other documents filed by Cartesian III with\nthe SEC, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to Cartesian Growth Corporation\nIII, 505 Fifth Avenue, 15th Floor, New York, New York 10017.\n\n** ** \n\n**Participants in the Solicitation**\n\n** **\n\nCartesian III, Factorial, and their respective\ndirectors and executive officers may be deemed to be participants in the solicitations of proxies from Cartesian III’s shareholders\nwith respect to the proposed Business Combination and the other matters set forth in the proxy statement/prospectus. Information regarding\nCartesian III’s directors and executive officers, and a description of their interests in Cartesian III is contained in Cartesian\nIII’s final prospectus for its initial public offering filed with the SEC on May 5, 2025, which is available free of charge at the\nSEC’s website located at www.sec.gov, or by directing a request to Cartesian Growth Corporation III, 505 Fifth Avenue, 15th Floor,\nNew York, New York 10017. Additional information regarding the interests of such participants in the proxy solicitation and a description\nof their direct and indirect interests, is contained in the proxy statement/prospectus relating to the proposed Business Combination.\nShareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully before making any\nvoting or investment decisions. You may obtain free copies of these documents from the sources described above.\n\n \n\nThis communication is not a substitute for the\nregistration statement filed by Cartesian III or for any other document that Cartesian III and Factorial may file with the SEC in connection\nwith the proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND\nIN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain\nfree copies of other documents filed with the SEC by Cartesian III, without charge, at the SEC’s website located at www.sec.gov.\n\n** **\n\n**No Offer or Solicitation**\n\n** **\n\nThis communication shall not constitute an offer\nto sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation\nof any vote, consent or approval in any jurisdiction in connection with the proposed Business Combination or any related transactions,\nnor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful.\nThis communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the\nsecurities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a\nprospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY\nSECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED\nTHE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL\nOFFENSE."}