The extraordinary general meeting of shareholders of Cartesian III in connection with the Business Combination will be held at 10:00 a.m., Eastern Time on May 27, 2026. The proxy statement/prospectus relating to the Extraordinary General Meeting was first mailed on or about May 6, 2026 to Cartesian III shareholders as of the close of business on the record date of May 1, 2026.

Cartesian III currently holds approximately $287 million in cash in trust (subject to redemption). Assuming no redemptions, the proposed business combination is expected to result in a pro forma equity value of approximately $1.5 billion, which also includes an expected $100 million common equity PIPE investment from an institutional investor and a Cartesian III affiliate, positioning the combined company to accelerate commercialization and scale manufacturing.

Since announcing the proposed business combination, Factorial has announced the following milestones in 2026:

Strategic Investment by IQT: The investment from IQT, the not-for-profit strategic investor for the U.S. national security community and America's allies, and other strategic partners will extend Factorial's platform in high-performance applications such as drones and robotics.
First U.S. Solid-State Production Program for Passenger Vehicles: A partnership with Karma Automotive to launch the first solid-state battery production program in the United States for passenger vehicles
Strengthened Global Supply Chain: The investment from POSCO Future M, a leading Korean battery materials supplier, and entry into a Memorandum of Understanding regarding a strategic manufacturing partnership with Philenergy, a leading Korean battery equipment and infrastructure provider to accelerate all-solid-state battery manufacturing, strengthening the Company's global supply chain.
World-Class Leadership: The upcoming appointment of Dr. Dieter Zetsche, former Chairman of Daimler AG and Head of Mercedes-Benz Cars, to its Board of Directors
These developments reflect continued execution of Factorial's core priorities, including advancing commercialization, supply chain development, and strengthening its leadership team.

The parties anticipate that the Business Combination will close in June 2026 subject to satisfaction of the conditions to the closing of the Business Combination, including the approval of the Business Combination by Cartesian III shareholders. Following completion of the transaction, the combined company's shares and public warrants are expected to trade on the Nasdaq Capital Market under the ticker symbols "FAC" and "FACWW," respectively, subject to final listing approval.