Investor FAQ
What have Factorial Inc. and Cartesian Growth Corporation III announced?
Factorial Inc. (“Factorial”) and Cartesian Growth Corporation III (Nasdaq: CGCT) (“Cartesian III”), a publicly traded special purpose acquisition company, have entered into a definitive business combination agreement. Upon closing of the transaction, the combined company’s shares are expected to be listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FAC,” subject to the satisfaction of Nasdaq’s initial listing requirements.
Who is Cartesian Growth Corporation III?
Cartesian Growth Corporation III is a special purpose acquisition company (SPAC) formed to partner with and take a high-growth company public. Its shares are publicly traded on Nasdaq under the ticker symbol “CGCT.”
Why is Factorial pursuing a business combination with a SPAC?
The proposed business combination is intended to provide Factorial with access to public capital markets to support its long-term growth strategy, including scaling manufacturing, advancing technology development, and accelerating commercialization. It also provides an opportunity to broaden the shareholder base to include investors aligned with the growing demand for next-generation battery technologies, the strategic importance of diversified supply chains for the U.S. and its allies, and the expanding range of commercial applications for Factorial’s solutions beyond electric vehicles.
What does Factorial do, in brief?
Factorial is a U.S.-based leader in solid-state battery technology focused on the development and commercialization of next-generation solid-state battery solutions designed to improve energy density, safety, and performance compared to traditional lithium-ion batteries. The company is working with strategic partners to advance its technology for use in electric vehicles and other applications.
What are the key financial terms of the transaction?
The proposed business combination values Factorial at approximately $1.1 billion on a pre-money, pre-merger basis. The transaction includes $100 million of committed capital from institutional investors through a private placement of common stock (PIPE). Cartesian III held approximately $283 million in cash in a trust account at the end of 2025 (subject to shareholder redemptions).
Additional details regarding the financial terms of the proposed transaction, including valuation and transaction structure, are provided in Cartesian III’s filings with the U.S. Securities and Exchange Commission (“SEC”).
How much capital is expected to be available to Factorial at closing?
The total capital expected to be available at closing will depend on several factors, including the amount of cash held in Cartesian III’s trust account and any additional financing arrangements at closing. Further details are disclosed in SEC filings.
How will Factorial use the proceeds from the transaction?
Factorial intends to use the proceeds from the transaction to support growth initiatives, including scaling production capabilities, advancing research and development, and expanding commercial partnerships.
What does this transaction mean for Factorial’s management team?
Factorial’s management team is expected to continue leading the combined company following the completion of the transaction, ensuring continuity in strategy and execution.
What does this transaction mean for existing Factorial shareholders?
Existing Factorial shareholders are expected to roll over all of their equity into the combined public company, subject to the terms of the transaction.
What does this transaction mean for Cartesian III shareholders?
If the transaction is completed, shareholders of Cartesian III who do not redeem their shares will become shareholders of the combined public company pursuant to the business combination agreement.
How does this transaction relate to broader energy, industrial, and policy priorities?
Factorial’s technology is aligned with global efforts to advance electrification, improve energy efficiency, and strengthen domestic supply chains. These trends are supported by evolving regulatory frameworks and policy initiatives.
What roles do government partnerships and grants play in Factorial’s strategy?
Factorial may participate in government programs, partnerships, and grant opportunities that support innovation and domestic manufacturing. These initiatives can help accelerate technology development and commercialization.
What approvals are required before the business combination can close?
The proposed transaction is subject to customary closing conditions, including approval by Cartesian III’s shareholders and regulatory agencies.
What is the expected timing to complete the business combination?
The transaction is expected to close in mid-2026, subject to the satisfaction of the closing conditions.
When and how will Factorial’s securities trade?
Upon closing of the transaction, the combined company is expected to list on Nasdaq under the ticker symbol “FAC.” Until that time, Factorial’s securities will not trade publicly.
Investors who own shares of Cartesian III at the effective time of the merger contemplated by the business combination agreement will hold shares of the combined company, which will trade under the ticker symbol “FAC,” following the closing of the transaction.
Will there be an investor presentation or webcast to discuss the transaction?
Investors should refer to Cartesian III’s SEC filings for the latest information.
Where can investors and other stakeholders find more information?
Additional information regarding the proposed transaction is available through public filings made by Cartesian III with the SEC.
Is Factorial currently a public company?
No. Factorial is currently a privately held company.
Will Factorial conduct a traditional IPO?
No. Factorial is not conducting a traditional initial public offering. The company is pursuing a business combination with a SPAC.
How can I invest in Factorial today?
Factorial’s securities are not currently publicly traded. Investors interested in the proposed transaction may purchase shares of Cartesian III (Nasdaq: CGCT), subject to market conditions and individual investment considerations.
Does Factorial provide investment advice or recommendations?
No. Factorial does not provide investment advice. Investors should consult their own financial, legal, and tax advisors before making investment decisions.
How can I stay informed?
Investors may stay informed through public filings, press releases, and future updates provided by the company.
Disclaimer
This FAQ contains forward-looking statements that involve risks and uncertainties. Forward-looking statements herein generally relate to future events or the future financial or operating performance of Factorial. The proposed business combination is subject to customary closing conditions, and there can be no assurance that the transaction will be completed on the anticipated terms, on the anticipated timeline, or at all. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “plan,” or “potentially” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. While Factorial may elect to update such forward-looking statements in the future, it disclaims any obligation to do so.
Additional Information about the Business Combination and Where to Find It
This communication relates to the proposed business combination between Cartesian III and Factorial (“Business Combination”) pursuant to that certain Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian III, Fenway MS, Inc., a Delaware corporation, and Factorial, as amended. The proposed Business Combination will be submitted to shareholders of Cartesian III for their consideration. Cartesian III and Factorial have filed a registration statement on Form S-4 with the SEC, which includes and will include a preliminary and definitive proxy statement to be distributed to Cartesian III’s shareholders in connection with Cartesian III’s solicitations of proxies from its shareholders with respect to the proposed business combination and other matters described in the Form S-4, as well as the prospectus relating to the offer of the securities to be issued to the stockholders of Factorial in connection with the completion of the proposed Business Combination. After that registration statement has been filed and declared effective, Cartesian III will mail a definitive proxy statement/prospectus and other relevant documents relating to the proposed Business Combination and other matters to be described in the registration statement to Factorial stockholders and Cartesian III shareholders as of a record date to be established for voting on the proposed Business Combination. Before making any voting or investment decision, Cartesian III shareholders, Factorial stockholders, and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by Cartesian III in connection with the proposed Business Combination and other matters to be described in those documents when they become available, because they will contain important information about Cartesian III, Factorial and the proposed Business Combination. Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed by Cartesian III with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to Cartesian Growth Corporation III, 505 Fifth Avenue, 15th Floor, New York, New York 10017.
Participants in the Solicitation
Cartesian III, Factorial, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from Cartesian III’s shareholders with respect to the proposed Business Combination and the other matters set forth in the proxy statement/prospectus. Information regarding Cartesian III’s directors and executive officers, and a description of their interests in Cartesian III is contained in Cartesian III’s final prospectus for its initial public offering filed with the SEC on May 5, 2025, which is available free of charge at the SEC’s website located at www.sec.gov, or by directing a request to Cartesian Growth Corporation III, 505 Fifth Avenue, 15th Floor, New York, New York 10017. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests, will be contained in the proxy statement/prospectus relating to the proposed Business Combination when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above. This communication is not a substitute for the registration statement filed by Cartesian III or for any other document that Cartesian III and Factorial may file with the SEC in connection with the proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by Cartesian III, without charge, at the SEC’s website located at www.sec.gov.
No Offer or Solicitation
This communication shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed Business Combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
