Factorial Inc. entered into a definitive business combination agreement to acquire Cartesian Growth Corporation III (NasdaqGM:CGCT) in a reverse merger transaction for approximately $1.1 billion on December 17, 2025. The consideration will be paid in shares. Upon closing, Cartesian Growth Corporation III will be renamed as Factorial Holdings, Inc. and the combined company will list on Nasdaq under the ticker symbol FAC. Effective immediately after the Closing, the New Factorial board of directors will initially consist of seven directors, which will be divided into three classes.

The transaction is subject to approval the shareholders of Factorial Inc. and Cartesian Growth Corporation III, expiration or termination of the applicable waiting period under the HSR Act, no legal restraint or prohibition issued by any governmental entity enjoining, listing / approval of new shares on stock exchange and registration statement effectiveness(S-4 / F-4). The boards of directors and special committees comprised of independent and disinterested members of the boards of directors of each of Cartesian Growth Corporation III and Factorial Inc have unanimously approved the transaction. The transaction is expected to close in mid-2026.

Cantor Fitzgerald & Co. acted as exclusive financial advisor to Factorial Inc. Jocelyn Arel and Jeffrey A. Letalien of Goodwin Procter LLP acted as legal advisor to Factorial Inc. Adam Namoury and Thomas Martin of Greenberg Traurig, LLP acted as legal advisor to Cartesian Growth Corporation III. Thompson Coburn LLP acted as legal advisor to Cantor Fitzgerald & Co.