Cartesian Growth Corp III 8-K

What Happened

• Cartesian Growth Corp III (CGCT) filed an 8‑K on May 18, 2026 reporting Amendment No. 2 to its December 17, 2025 Business Combination Agreement with Factorial Inc. The amendment specifies that upon closing and domestication as a Delaware corporation, Cartesian III will change its name to “Factorial Energy, Inc.”
• The filing also details a Letter Agreement among the institutional investor under a prior Stock Purchase Agreement, Factorial and CGC III Sponsor LLC that modifies how up to part of the investor’s 7,500,000‑share purchase commitment (at $10.00 per share) may be satisfied through open‑market or negotiated purchases of up to 2,000,000 Class A ordinary shares.

Key Details

• Business Combination Agreement originally dated December 17, 2025; Amendment No. 2 executed May 18, 2026.
• Institutional Investor committed to purchase 7,500,000 shares at $10.00 per share at closing under the Institutional Investor Stock Purchase Agreement.
• Under the Letter Agreement, the Institutional Investor may buy up to 2,000,000 Class A ordinary shares in the market to reduce its closing purchase obligation on a share‑for‑share basis.
• If the investor buys shares for less than $10.00, Sponsor will transfer Class B shares at closing equal to (Differential Amount ÷ $10.00) and Factorial will reimburse Sponsor in cash for the Differential Amount (the shortfall between purchase price paid and $10.00 per share).

Why It Matters

• The amendment confirms the intended post‑closing corporate name change to Factorial Energy, Inc., an important corporate identity detail for investors and counterparties after the merger closes.
• The Letter Agreement changes how part of the institutional investor’s funding commitment may be met (via open market purchases), which can affect the mix of cash and share transfers at closing, potential sponsor share transfers, and the precise capitalization outcome for the combined company.
• The business combination remains subject to the terms in the S‑4/proxy materials (the S‑4 was declared effective May 6, 2026 and proxies were sent to shareholders as of the May 1, 2026 record date). The filing contains forward‑looking statements and shareholders should review the proxy/prospectus and related SEC filings before voting or investing.