{"url_path":"/sec/cgctw/8-k/2026-06-05/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Information**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-070968-index.html","accession_number":"0001104659-26-070968","cik":"0002049662","ticker":"FAC","issuer_name":"Factorial Energy Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-070968-index.html","primary_entity_key":"0002049662","primary_entity_name":"Factorial Energy Inc."},"word_count":678,"has_tables":true,"body_markdown":"**Item 8.01. Other Information**\n\n \n\nOn June 5, 2026 (the “Closing Date”),\nCartesian Growth Corporation III, a Cayman Islands exempted company (“CGC”), consummated the previously announced business\ncombination pursuant to the terms of the business combination agreement, dated December 17, 2025, by and among CGC, Fenway MS, Inc.,\na Delaware corporation and wholly-owned subsidiary of CGC (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”)\n(as amended by Amendment No. 1 to Business Combination Agreement, dated as of March 26, 2026, and Amendment No. 2 to Business\nCombination Agreement, dated as of May 18, 2026, the “Business Combination Agreement”). Pursuant to the terms of the\nBusiness Combination Agreement, among other things, the following occurred: (1) the domestication of CGC as a Delaware corporation,\nin which CGC de-registered from the Register of Companies in the Cayman Islands and transferred by way of continuation out of the Cayman\nIslands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with CGC’s amended\nand restated memorandum and articles of association, Section 388 of the Delaware General Corporation Law (the “DGCL”)\nand Part XII of the Cayman Islands Companies Act (As Revised) (the “Domestication”); (2) the merger of Merger Sub\nwith and into Factorial with Factorial surviving the merger as a wholly-owned subsidiary of CGC (the “Merger”), in accordance\nwith the Business Combination Agreement and the DGCL; and (3) the consummation of the other transactions contemplated by the Business\nCombination Agreement and documents related thereto (such transactions, together with the Domestication and the Merger, the “Business\nCombination”). In connection with the consummation of the Business Combination, CGC changed its corporate name to Factorial Energy\nInc. (“PubCo”).\n\n \n\nThis Current Report on Form 8-K (this “Current\nReport”) references certain sections in CGC’s definitive proxy statement/prospectus dated as of, and filed with the Securities\nand Exchange Commission pursuant to Rule 424(b) on, May 6, 2026 (the “Proxy Statement/Prospectus”). Terms used\nbut not defined in this Current Report, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning\ngiven to such terms in the Proxy Statement/Prospectus, and such definitions are incorporated herein by reference.\n\n \n\nIn connection with the Domestication, immediately\nprior to the Domestication, (1) CGC effected the redemption of 23,051,313 Class A ordinary shares of CGC, par value $0.0001\nper share (the “CGC Class A Shares”), initially issued in CGC’s initial public offering (the “Public Shares”)\nthat were validly submitted for redemption and not withdrawn; and (2) each holder, including CGC III Sponsor LLC, a Cayman Islands\nlimited liability company and the sponsor of CGC, of each issued and outstanding Class B ordinary share of CGC, par value $0.0001\nper share (the “CGC Class B Shares”, and together with the CGC Class A Shares, the “CGC Ordinary Shares”)\nirrevocably and unconditionally elected to convert, on a one-for-one basis, each CGC Class B Share held by it into one CGC Class A\nShare (the “Class B Share Conversion”). At the effective time of the Domestication, each outstanding CGC Class A\nShare (excluding Public Shares validly submitted for redemption, but including CGC Class A Shares issued upon the Class B Share\nConversion) was reclassified as one share of Series A common stock, par value $0.00001 per share, of PubCo (the “PubCo Series A\nCommon Stock”).\n\n \n\nThe PubCo Series A Common Stock and PubCo Public Warrants have\nbeen approved for listing on the Nasdaq Capital Market under the new trading symbols “FAC” and “FACWW,” respectively.\nTrading of the PubCo Series A Common Stock and PubCo Public Warrants under the new trading symbols will commence at the opening of\ntrading on Monday, June 8, 2026.\n\n \n\nAdditional information will be set forth in a\nseparate Current Report on Form 8-K to be filed within four business days after the Closing Date.\n\n \n\n \n\n \n\n \n\n**SIGNATURE**\n\n \n\nPursuant to the requirements of the Exchange Act,\nthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n**FACTORIAL ENERGY INC.**\n \n\n \n \n \n\nBy:\n/s/ Siyu Huang\n \n\nName:\nSiyu Huang\n \n\nTitle:\nChief Executive Officer\n \n\n \n\nDate: June 5, 2026"}