|8-KFeb 26, 9:09 AM ET

Cartesian Growth Corp III 8-K

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Cartesian Growth Corp III: Factorial Signs MOU with Philenergy

What Happened
Cartesian Growth Corp III (CGCT) filed an 8-K on February 26, 2026 reporting that Factorial, a U.S. developer of solid‑state batteries, announced a Memorandum of Understanding (MOU) with Philenergy Co., Ltd., a South Korea‑based battery equipment and infrastructure provider. The MOU describes a proposed strategic manufacturing collaboration to accelerate scale‑up of Factorial’s Solstice™ all‑solid‑state battery platform. The MOU is non‑binding and the proposed collaboration is subject to negotiation of definitive agreements and customary closing conditions. The filing also notes this news in the context of the previously announced Business Combination Agreement dated December 17, 2025, between Cartesian III and Factorial and states Cartesian III and Factorial intend to file a Form S‑4 in connection with that proposed business combination.

Key Details

  • Factorial and Philenergy entered a non‑binding MOU announced February 26, 2026.
  • Purpose: explore a strategic manufacturing collaboration to scale up the Solstice™ all‑solid‑state battery platform.
  • The MOU is non‑binding; any collaboration depends on definitive agreements and customary conditions — no assurance such agreements will be reached.
  • The disclosure is tied to the proposed business combination (Business Combination Agreement dated December 17, 2025); Cartesian III and Factorial plan to file a Form S‑4 (proxy/prospectus) for shareholder consideration.

Why It Matters
For investors, the MOU signals a potential step toward establishing manufacturing capacity for Factorial’s Solstice batteries, which could be material to Factorial’s operations and the economics of the proposed merger with Cartesian III if definitive agreements are reached. However, the MOU is non‑binding and the companies expressly warn that there is no guarantee the collaboration or definitive agreements will occur. Shareholders and potential investors should review the upcoming Form S‑4/proxy statement and other SEC filings for full details before making voting or investment decisions.