{"url_path":"/sec/cgctw/8-k/2026-06-10/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-072433-index.html","accession_number":"0001104659-26-072433","cik":"0002049662","ticker":"FAC","issuer_name":"Factorial Energy Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-072433-index.html","primary_entity_key":"0002049662","primary_entity_name":"Factorial Energy Inc."},"word_count":2271,"has_tables":true,"body_markdown":"false\n--12-31\n0002049662\n\n0002049662\n\n2026-06-05\n2026-06-05\n\n0002049662\n\nFAC:SeriesaCommonStockParValue0.00001PerShareMember\n\n2026-06-05\n2026-06-05\n\n0002049662\n\nFAC:WarrantsEachWholeWarrantExercisableForOneShareOfSeriesaCommonStockAtExercisePriceOf11.50Member\n\n2026-06-05\n2026-06-05\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\n \n\n \n\n \n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n \n\n**FORM 8-K**\n\n \n\n \n\n**CURRENT REPORT**\n\n**Pursuant to Section 13 or 15(d)**\n\n**of the Securities Exchange Act of 1934**\n\n \n\n**Date of Report (Date of earliest event reported):\nJune 5, 2026**\n\n \n\n \n\n**FACTORIAL ENERGY INC.**\n\n**(Exact name of registrant as specified in its\ncharter)**\n\n \n\n \n\n**Delaware**\n \n**001-42629**\n \n**42-2967285**\n\n**(State or other jurisdiction** **of incorporation)**\n \n**(Commission File Number)**\n \n**(IRS Employer** **Identification No.)**\n\n \n\n**805 Middlesex Turnpike**\n\n**Billerica, MA 01821**\n\n**(Address of principal executive offices including\nzip code)**\n\n \n\n**Registrant’s telephone number, including\narea code: (617) 315-9733**\n\n \n\n**Not Applicable**\n\n**(Former name or former address, if changed since\nlast report)**\n\n \n\n \n\nCheck the appropriate box below if the Form 8-K filing is intended\nto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n \n\n¨\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n¨\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n¨\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n\n¨\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\n**Title of each class**\n \n**Trading\nSymbol**\n \n**Name of each exchange** **on which registered**\n\n**Series A Common Stock, par value $0.00001 per share**\n \n**FAC**\n \n**The Nasdaq Capital Market**\n\n**Warrants, each whole warrant exercisable for one share of Series A Common Stock at an exercise price of $11.50**\n \n**FACWW**\n \n**The Nasdaq Capital Market**\n\n \n\nIndicate by check mark whether the registrant is an emerging\ngrowth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities\nExchange Act of 1934 (§240.12b-2 of this chapter).\n\n \n\nEmerging growth company x\n\n \n\nIf an emerging growth\ncompany, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or\nrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨\n\n \n\n \n\n \n\n \n\n \n\n \n\n**INTRODUCTORY NOTE**\n\n \n\n**Overview**\n\n \n\n**Business Combination**\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 the Amendment No. 1 to Business Combination Agreement, dated as of March 26, 2026 and Amendment No. 2 to\nBusiness Combination Agreement, dated as of May 18, 2026, the “Business Combination Agreement”). Pursuant to the terms\nof the Business 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 (the “CGC Articles”), Section 388 of the Delaware General Corporation\nLaw (the “DGCL”) and Part XII of the Cayman Islands Companies Act (As Revised) (the “Domestication”); (2) the\nmerger of Merger Sub with and into Factorial with Factorial surviving the merger as a wholly-owned subsidiary of CGC (the “Merger”),\nin accordance with the Business Combination Agreement and DGCL; and (3) the consummation of the other transactions contemplated by\nthe Business Combination Agreement and documents related thereto (such transactions, together with the Domestication and the Merger, the\n“Business Combination”). In connection with the consummation of the Business Combination, CGC changed its corporate name to\nFactorial Energy Inc. (“PubCo”). This Current Report on Form 8-K (this “Current Report”) references and incorporates\nby reference certain sections in CGC’s definitive proxy statement/[prospectus dated as of, and filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) on, May 6, 2026](https://www.sec.gov/Archives/edgar/data/1788013/000110465926056342/tm264324-14_424b3.htm) (the “Proxy Statement/Prospectus”).\nTerms used but not defined in this Current Report, or for which definitions are not otherwise incorporated by reference herein, shall\nhave the meaning given to such terms in the Proxy Statement/Prospectus, and such definitions are incorporated herein by reference.\n\n \n\nAt the extraordinary general meeting of CGC shareholders\nheld on May 27, 2026 (the “EGM”), CGC shareholders considered and adopted, among other matters, the Business Combination\nProposal and all of the other proposals related thereto as described in the Proxy Statement/Prospectus.\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 (the “Sponsor”), of each issued and outstanding Class B ordinary share\nof CGC, par value $0.0001 per share (the “CGC Class B Shares” or the “Founder Shares,” and together with\nthe CGC Class A Shares, the “CGC Ordinary Shares”) irrevocably and unconditionally elected to convert, on a one-for-one\nbasis, each CGC Class B Share held by it into one CGC Class A Share (the “Class B Share Conversion”). At the\neffective time of the Domestication, each outstanding CGC Class A Share (excluding Public Shares validly submitted for redemption,\nbut including CGC Class A Shares issued upon the Class B Share Conversion) was reclassified as one share of Series A common\nstock, par value $0.00001 per share, of PubCo (the “PubCo Series A Common Stock”).\n\n \n\nIn accordance with the terms and subject to the\nconditions of the Business Combination Agreement, at the effective time of the Merger (the “Merger Effective Time”):\n\n \n\n·each share of Factorial’s capital stock that was issued and outstanding\nas of immediately prior to the Merger Effective Time (excluding treasury shares, dissenting shares and shares held by Siyu Huang and Alex\nYu (the Factorial Founders”)) was automatically cancelled and converted into the right to receive a corresponding number of shares\nof PubCo Series A Common Stock, equal to the consideration ratio of approximately 3.6684 (the “Consideration Ratio”);\n\n \n\n \n\n \n\n·each share of Factorial’s capital stock that was issued and outstanding\nas of immediately prior to the Merger Effective Time held by the Factorial Founders was automatically cancelled and converted into the\nright to receive a corresponding number of shares of Series B common stock, par value $0.00001 per share, of PubCo (the “PubCo\nSeries B Common Stock,” and together with the PubCo Series A Common Stock, the “PubCo Common Stock”) equal\nto the Consideration Ratio;\n\n \n\n·each CGC Public Warrant that was issued and outstanding as of immediately\nprior to the Merger Effective Time was automatically canceled and converted into the right to receive a PubCo Public Warrant and each\nCGC Private Warrant that was issued and outstanding as of immediately prior to the Merger Effective Time was automatically canceled and\nconverted into the right to receive a PubCo Private Warrant;\n\n \n\n·each option to purchase shares of common stock of Factorial (“Factorial\nCommon Stock”) that was outstanding and unexercised as of immediately prior to the Merger Effective Time (each, a “Factorial\nOption”), whether vested or unvested, ceased to represent the right to purchase Factorial Common Stock and was canceled in exchange\nfor an option to purchase a number of shares of PubCo Series A Common Stock (rounded down to the nearest whole share) equal to the\nnumber of shares of Factorial Common Stock subject to the Factorial Option as of immediately prior to the Merger Effective Time multiplied\nby the Consideration Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of the per share\nexercise price of the Factorial Option immediately prior to the Merger Effective Time divided by the Consideration Ratio (each, a “PubCo\nOption”). Each PubCo Option is generally subject to the same terms and conditions (including applicable vesting, expiration and\nforfeiture provisions) that applied to the corresponding Factorial Option immediately prior to the Merger Effective Time;\n\n \n\n·each restricted stock unit award with respect to Factorial Common Stock that\nwas outstanding as of immediately prior to the Merger Effective Time (each, a “Factorial RSU”), whether vested or unvested,\nceased to have any rights in respect of Factorial Common Stock and was canceled in exchange for a restricted stock unit award of PubCo\nrelating to the number of shares of PubCo Common Stock set forth on an allocation schedule (each, a “PubCo RSU”). Each PubCo\nRSU is generally subject to the same terms, conditions (including vesting, expiration and forfeiture provisions) that applied to the corresponding\nFactorial RSU immediately prior to the Merger Effective Time;\n\n \n\n·all convertible debt securities of Factorial as of immediately prior to the\nMerger Effective Time were converted into Factorial Common Stock pursuant to their respective terms;\n\n \n\n·each issued and outstanding share of preferred stock of Factorial as of immediately\nprior to the Merger Effective Time (“Factorial Preferred Stock”) was converted into and became a number of shares of Factorial\nCommon Stock in accordance with the terms of Section 5.1 of Factorial’s Fourth Amended and Restated Certificate of Incorporation,\ndated as of December 15, 2021; and\n\n \n\n·each issued and outstanding warrant of Factorial as of immediately prior\nto the Merger Effective Time (each, a “Factorial Warrant”) was converted into and became a number of shares of Factorial Common\nStock in accordance with the terms of the corresponding warrant agreement.\n\n \n\nOn the Closing Date, the PubCo Series A Common Stock and PubCo\nPublic Warrants were approved for listing on the Nasdaq Capital Market (“Nasdaq”) under the new trading symbols “FAC”\nand “FACWW,” respectively.\n\n \n\nSecurities outstanding as presented in the unaudited\npro forma condensed combined financial information attached hereto as Exhibit 99.2 include (a) 73,570,292 shares of PubCo Series A\nCommon Stock issued to holders of Factorial’s capital stock (excluding treasury shares, dissenting shares and shares held by the\nFactorial Founders) (“Non-Founder Stockholders”), (b) 15,512,744 shares of PubCo Series B Common Stock issued to\nthe Factorial Founders (together with the Non-Founder Stockholders, the “Factorial Stockholders”), (c) 4,548,687 shares\nof PubCo Series A Common Stock issued to CGC’s shareholders (other than the Sponsor and certain initial shareholders of CGC),\n(d) 5,810,000 shares of PubCo Series A Common Stock issued to the Sponsor and certain initial shareholders of CGC, (e) 7,519,404\nshares of PubCo Series A Common Stock issued in connection with the PIPE Investments to PIPE Investors, (f) PubCo Options to\npurchase 19,639,374 shares of PubCo Series A Common Stock issued to Factorial Stockholders, (g) PubCo RSUs to purchase 5,116,217 shares\nof PubCo Series A Common Stock issued to Factorial Stockholders, (h) PubCo Public Warrants to purchase 13,800,000 shares of\nPubCo Series A Common Stock, (i) PubCo Private Warrants to purchase 6,800,000 shares of PubCo Series A Common Stock and\n(j) 62,118 shares of PubCo Series A Common Stock issued to Cantor Fitzgerald & Co. (“Cantor”) pursuant\nto a financial advisor engagement letter.\n\n \n\n \n\n \n\nPubCo received gross proceeds of approximately\n$112.1 million in connection with the Business Combination, prior to the payment of transaction expenses, which included funds held in\nCGC’s trust account of $11.2 million (excluding approximately $36.2 million of proceeds from the trust account resulting from NRA\nShares (as defined below) acquired by PIPE Investors to satisfy their obligations under the applicable Investor Stock Purchase Agreement\n(the “NRA Proceeds”)) and $100.9 million in proceeds from the PIPE Investments (inclusive of the NRA Proceeds) that closed\nconcurrently with the consummation of the Business Combination. In connection with the Business Combination, the holders of 23,051,313\nCGC Class A Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.4159 per share,\nfor an aggregate redemption amount of approximately $240.1 million.\n\n \n\nA more detailed description of the Business Combination\nand the terms of the Business Combination Agreement is included in the Proxy Statement/Prospectus. The foregoing description of the Business\nCombination Agreement does not purport to be complete and is qualified in its entirety by the full text of the Business Combination Agreement,\ncopies of which are included hereto as Exhibits 2.1 through 2.3 to this Current Report and are incorporated herein by reference.\n\n \n\n**PIPE Investment**\n\n \n\nOn the Closing Date, a certain institutional investor\npurchased from PubCo an aggregate of 6,340,000 shares of PubCo Series A Common Stock for an aggregate purchase price of $55.0 million,\npursuant to a stock purchase agreement and an affiliate of Sponsor purchased from PubCo an aggregate of 1,179,404 shares of PubCo Series A\nCommon Stock, for an aggregate purchase price of $9.7 million pursuant to a stock purchase agreement. The institutional investor and the\nSponsor affiliate satisfied in part their purchase obligations under the stock purchase agreements through purchases of 3,470,764 CGC\nClass A Shares (the “NRA Shares”) in the aggregate at market prices. Such shares were subject to Non-Redemption Agreements\nand the proceeds from CGC’s trust account released at Closing reflect non-redemption of such shares.\n\n \n\nA more detailed description of the Investor Stock Purchase Agreements\nis included in the Proxy Statement/Prospectus in the section titled “*Proposal No. 1 - The Business Combination Proposal\n- Ancillary Agreements – Investor Stock Purchase Agreements.*” The foregoing description of the Investor Stock Purchase\nAgreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Investor Stock\nPurchase Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report and incorporated herein by reference."}