Factorial Energy Inc. 8-K

What Happened
Factorial Energy Inc. (formerly Cartesian Growth Corporation III or “CGC”) announced on June 5, 2026 that it completed the previously announced business combination with Factorial Inc. under the Business Combination Agreement dated December 17, 2025 (as amended). The closing included CGC’s domestication from the Cayman Islands to Delaware, the merger of Merger Sub into Factorial (with Factorial surviving as a wholly-owned subsidiary of the public company), and the other transactions contemplated by the agreement. CGC changed its corporate name to Factorial Energy Inc. (the “PubCo”).

Key Details

• Closing Date: June 5, 2026.
• Share redemptions/conversions: 23,051,313 Class A ordinary shares were validly submitted for redemption and redeemed; all outstanding Class B ordinary shares were converted one-for-one into Class A shares prior to domestication.
• Reclassification: At domestication, each CGC Class A share (excluding redeemed public shares) was reclassified as one share of PubCo Series A common stock.
• Nasdaq listing: PubCo Series A common stock and Public Warrants were approved to list on the Nasdaq Capital Market under symbols “FAC” and “FACWW”; trading begins at market open on June 8, 2026.
• Additional filings: The company will file a supplemental Form 8-K within four business days after the Closing Date with further information.

Why It Matters
This 8-K documents the legal and structural close of the SPAC-style transaction that brings Factorial Inc. public as Factorial Energy Inc. The domestication, share reclassification and sponsor conversions finalize ownership and capital structure changes resulting from the merger, while the Nasdaq listing (FAC / FACWW) enables public trading starting June 8, 2026. Investors should note the redeemed public shares and the completed conversion events when assessing share count and potential float; the company’s follow-up 8-K will provide additional post-close details.