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AI brief of an SEC Form 8-K · Factorial Energy Inc. (FAC)

Factorial Energy completes SPAC merger and begins trading on Nasdaq as FAC

Mixed Impact 5 of 5 m&a Written later

On June 5, 2026, Factorial Inc. merged into Cartesian Growth Corporation III, which was renamed Factorial Energy, Inc. and listed on Nasdaq under FAC. The filing says the deal brought approximately $112.1 million in gross proceeds before transaction expenses, and management said this capital alleviated the substantial doubt about the company's ability to continue as a going concern. Shareholders face a large share overhang, since about 80.6 million shares, or 88.1% of outstanding Series A common stock, are subject to registration rights, and the company reported a Q1 2026 net loss of $8.6 million.

Key points

  • Business combination closed June 5, 2026; Cartesian Growth Corporation III renamed Factorial Energy, Inc., trading on Nasdaq as FAC
  • Gross proceeds of approximately $112.1 million from the de-SPAC transaction and PIPE, before transaction expenses
  • About 80.6 million shares, or 88.1% of outstanding PubCo Series A common stock, subject to registration rights after closing
  • Q1 2026 net loss of $8.6 million, down from $12.9 million a year earlier; cash and cash equivalents of $25.4 million at March 31, 2026

The filing

CompanyFactorial Energy Inc. (FAC)
Form8-K, current report
Filed with the SECJun 10, 2026, 5:29 PM ET
Accession number0001104659-26-072433

Items reported: 1.01 Material Definitive Agreement2.01 Acquisition or Disposition Completed3.02 Unregistered Equity Sale3.03 Change to Shareholder Rights4.01 Auditor Change5.01 Change in Control5.02 Director / Officer Change5.03 Bylaw / Charter Amendment5.05 Code of Ethics Change5.067.01 Regulation FD Disclosure8.01 Other Events

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:46 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on June 10, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.