{"url_path":"/sec/fac/8-k/2026-05-18/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 Creation of a Direct Financial Obligation","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-063291-index.html","accession_number":"0001104659-26-063291","cik":"0002049662","ticker":"FAC","issuer_name":"Factorial Energy Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-063291-index.html","primary_entity_key":"0002049662","primary_entity_name":"Cartesian Growth Corp III"},"word_count":328,"has_tables":true,"body_markdown":"**Item 2.03.      Creation of a Direct Financial Obligation\nor an Obligation under an Off-Balance Sheet Arrangement of a Registrant.**\n\n** **\n\nOn May 18, 2026, Cartesian Growth\nCorporation III (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $150,000\nto CGC III Sponsor LLC (the “Sponsor”). The Note does not bear interest and the principal balance will be payable on the earlier\nto occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the\nCompany is effective (such earlier date, the “Maturity Date”). In the event the Company consummates its initial business combination,\nthe Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Note into that number\nof warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided\nby $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of\nthe private placement warrants issued by the Company at the time of its initial public offering (the “IPO”), as described\nin the prospectus for the IPO dated May 5, 2025 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions\napplicable thereto. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the\nunpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.\n\n \n\nThe issuance of the Note was made pursuant to the exemption\nfrom registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.\n\n \n\nThe foregoing\ndescription of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit\n10.1 to this Current Report on Form 8-K and incorporated herein by reference."}