0001104659-26-079324 | S-1 | XBRL Viewer

NOTE 13 – SEGMENT INFORMATION

The Company conducts business as a single operating segment. In reaching this conclusion, management considers the definition of the (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, and how that information is used to make operating decisions, allocate resources, and assess performance. The Company’s CODM is the chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level which is the level that the CODM manages the business, allocates resources, makes key resource decisions, and assesses performance.

The key measure of segment profit and loss that the CODM uses to allocate resources and assess performance is the Company’s net loss. The table below shows a reconciliation of the Company’s net loss, including the significant expense categories regularly provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total net loss in the condensed consolidated statements of operations:



	Three Months Ended March 31,
	2026		2025
Operating expenses
Reimbursement from JDAs and others	$	3,410	$	34
Payroll expense		(5,860)		(8,133)
Occupancy expense		(859)		(1,497)
Professional service expense		(916)		(606)
Research and development expense		(933)		(537)
Depreciation expense		(882)		(1,984)
Other operating expense		(451)		(399)
Loss from operations	$	(6,491)	$	(13,122)
Total other income (expense), net		(2,084)		252
Net loss	$	(8,575)	$	(12,870)

Assets provided to CODM are consistent with those reported on the condensed consolidated balance sheet with particular emphasis on the company’s available liquidity, including its cash and cash equivalents reduced by current liabilities. All long-lived assets are maintained in, and all losses are attributable to the United States of America and South Korea.

NOTE 14 - SEGMENT INFORMATION

provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total net loss in the consolidated statements of operations:



		Year Ended December 31,
		2025		2024
Operating expenses
Reimbursement from JDAs and others		$	1,686	$	3,570
Payroll expense			(26,375)		(35,638)
Occupancy expense			(6,292)		(7,124)
Professional service expense			(4,146)		(3,671)
Research and development expense			(3,646)		(2,990)
Depreciation expense			(6,067)		(8,302)
Loss on impairment and lease termination			(17,063)		—
Other operating expense			(1,685)		(2,365)
Loss from operations		$	(63,588)	$	(56,520)
Total other income (expense), net			(10,257)		2,176
Net loss		$	(73,845)	$	(54,344)

Assets provided to CODM are consistent with those reported on the consolidated balance sheet with particular emphasis on the company’s available liquidity, including its cash and cash equivalents reduced by current liabilities. All long-lived assets are maintained in, and all losses are attributable to the United States of America and South Korea.

We have corrected certain amounts in the table below as of December 31, 2024, to correct an immaterial error in previously issued segment footnote disclosure by reclassifying certain amounts of machinery and equipment and accumulated depreciation that were located in the United States that were disclosed as located in South Korea. There was no impact on consolidated net property, plant and equipment, the consolidated balance sheets, the consolidated statements of operations, consolidated statements of comprehensive loss, or the consolidated statements of cash flows for any period presented.

Long-lived assets by physical geographical location as of December 31, 2025, and 2024, are as follows:



		As of December 31, 2025
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	10,680
Machinery and equipment			10,609		5,706
Furniture and fixtures			94		325
Computer and software			86		130
Buildings			1,227		—
Building Fixtures			1,206		—
Land			3,382		—
Construction in progress (advances on property and equipment)			—		632
Accumulated depreciation			(4,589)		(8,212)
Net property, plant and equipment		$	12,015	$	9,261
Operating lease right-of-use assets			—		7,576
Total Long-Lived Assets		$	12,015	$	16,837



		As of December 31, 2024
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	32,427
Machinery and equipment			9,934		12,271
Furniture and fixtures			90		325
Computer and software			72		131
Buildings			1,205		—
Building Fixtures			1,143		—
Land			3,320		—
Construction in progress (advances on property and equipment)			—		1,627
Accumulated depreciation			(2,448)		(12,407)
Net property, plant and equipment		$	13,316	$	34,374
Operating lease right-of-use assets			—		8,769
Finance lease right-of-use assets			—		6,767
Total Long-Lived Assets		$	13,316	$	49,910

The comparative fixed asset by physical geographical location information for the year ended December 31, 2024, presented in these financial statements has been revised to correct this presentation. The correction resulted in an increase in gross machinery and equipment and a decrease of accumulated depreciation for United States asset group and corresponding increases and decreases for South Korea asset group, with no change to the total property, plant and equipment, total accumulated depreciation, or total net book value previously reported.

Capital expenditures by geographical location for the years ended December 31, 2025, and 2024, are as follows:



		Year Ended December 31, 2025
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	118	$	931	$	1,049
Advances on property and equipment			—		45		45
Proceeds from disposal of property and equipment from lease termination			—		(2,400)		(2,400)
Proceeds from disposal of property and equipment			—		(20)		(20)
Total Capital Expenditures, net		$	118	$	(1,444)	$	(1,326)



		Year Ended December 31, 2024
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	68	$	955	$	1,023
Advances on property and equipment			—		960		960
Proceeds from disposal of property and equipment			—		(106)		(106)
Total Capital Expenditures, net		$	68	$	1,809	$	1,877

NOTE 9. SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:



	March 31, 2026		December 31, 2025
Cash	$	396,210	$	624,163
Investments held in Trust Account	$	285,868,994	$	283,377,276



		For the Three Months Ended March 31,
		2026			2025
General and administrative costs		$	811,301		$	20,449
Interest earned on investments held in Trust Account		$	2,491,718		$	—

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs are the significant segment expenses provided to the CODM on a regular basis.

NOTE 9. SEGMENT INFORMATION

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:



	December 31, 2025		December 31, 2024
Cash	$	624,163	$	—
Investments held in Trust Account	$	283,377,276	$	—



					For the Period
		For the			from October 29, 2024
		Year Ended			(Inception) Through
		December 31, 2025			December 31, 2024
General and administrative costs		$	1,158,207		$	42,620
Interest earned on investments held in Trust Account		$	7,377,276		$	—

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs are the significant segment expenses provided to the CODM on a regular basis.

The entire disclosure for segment reporting.

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NET LOSS PER COMMON SHARE (Details) - $ / shares	3 Months Ended	12 Months Ended
NET LOSS PER COMMON SHARE (Details) - $ / shares	Mar. 31, 2026	Dec. 31, 2025
NET LOSS PER COMMON SHARE
Assumed price	$ 38	$ 38
Assumed price after discount	$ 19	$ 19
Discount rate	50.00%	50.00%

RELATED PARTY TRANSACTIONS - Secondary Share Sale (Details) - Hermitage $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares
RELATED PARTY TRANSACTIONS
Sale price per share	$ 34.0131
Common stock grant date fair value per share	4.8
Price paid in excess of fair value (in dollars per share)	$ 29.2131
Incremental fair value \| $	$ 2,122
CTO
RELATED PARTY TRANSACTIONS
Shares sold \| shares	32,693
CEO
RELATED PARTY TRANSACTIONS
Shares sold \| shares	39,930

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - Cartesian Growth Corporation III - USD ($)	May 05, 2025	May 01, 2025	Dec. 31, 2025	Dec. 17, 2025
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Transaction costs	$ 18,821,468
Cash underwriting fee	4,800,000
Deferred offering costs	13,140,000
Other offering costs	$ 881,468
Minimum aggregate fair market value as a percentage of the net assets held in the trust account	80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination	50.00%
Percentage of outstanding shares will be redeemed	100.00%
Threshold business days for computation of redemption price	2 days
Price per share place in trust account	$ 10
Threshold business days for redemption of public shares	10 days
Maximum dissolution expenses	$ 100,000
Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares issued for each warrant	1
Exercise price of warrants	$ 11.5
Cantor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deferred offering costs				$ 13,140,000
Initial public offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units offered	27,600,000
Price per unit	$ 10
Gross proceeds from issuance of initial public offering	$ 276,000,000
Number of redeemable warrant per unit	0.5
Initial public offering \| Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares per unit	1
Number of shares issued for each warrant	1
Exercise price of warrants	$ 11.5		$ 11.5
Over- allotment options
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units offered	3,600,000	3,600,000
Cash underwriting fee	$ 4,800,000
Deferred offering costs	$ 13,140,000
Private placement \| Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued	6,800,000
Issue price of warrants	$ 1
Gross proceeds from issuance of private placement	$ 6,800,000
Number of shares issued for each warrant	1
Private placement \| Related Party \| Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price of warrants	$ 11.5
Private placement \| Related Party \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued	4,400,000
Private placement \| Related Party \| Cantor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued	2,400,000

CONVERTIBLE PROMISSORY NOTES - Components of the company's indebtedness (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Jan. 31, 2026	Aug. 01, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Change in fair value of convertible promissory notes	$ 1,407	$ 4,389
Total convertible promissory notes, at fair value		18,889
Convertible promissory note
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Convertible promissory notes	4,300	10,000	$ 5,340	$ 10,000
Change in fair value of convertible promissory notes	300	4,389
Total convertible promissory notes, at fair value	$ 4,600	$ 18,889

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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COMMITMENTS AND CONTINGENCIES - PIPE Financing (Details) - Private placement - New Factorial Series A Common Stock - Cartesian Growth Corporation III - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
COMMITMENTS AND CONTINGENCIES
Shares issued during the period	9,927,184	9,927,184
Share price per share (in dollar per share)	$ 10.08	$ 10.08
Redemption price (in dollars per share)	$ 10.3	$ 10.3
Gross proceeds from issuance	$ 100,000,000	$ 100,000,000
Institutional Investors
COMMITMENTS AND CONTINGENCIES
Share price per share (in dollar per share)	$ 9.09	$ 9.09
Number of shares subscribed	7,500,000	7,500,000
Subscription price per share (in dollars per share)	$ 10	$ 10
Shares transferred	750,000	750,000
Sponsor Investors
COMMITMENTS AND CONTINGENCIES
Share price per share (in dollar per share)	$ 9.34	$ 9.34
Redemption price (in dollars per share)	$ 10.3	$ 10.3
Number of shares subscribed	2,427,184	2,427,184
Shares transferred	250,000	250,000

INCOME TAXES - Effective tax reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]
U.S. federal statutory tax rate	$ (15,507)
Foreign rate differential	(45)
Changes in valuation allowance	12,608
Change in fair value of convertible promissory notes	1,866
Other nontaxable or nondeductible items	746
Other adjustments	332
Effective Tax Rate	$ 0	$ 0
Tax Jurisdiction of Domicile [Extensible Enumeration]	UNITED STATES
Effective Income Tax Rate Reconciliation, Percent [Abstract]
U.S. federal statutory tax rate	21.00%	21.00%
Foreign rate differential	0.05%	(1.00%)
Changes in valuation allowance	(17.00%)	(19.00%)
Change in fair value of convertible promissory notes	(2.50%)
Other nontaxable or nondeductible items	(1.00%)
Other adjustments	(0.55%)
Stock-based compensation		(1.00%)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
PROPERTY AND EQUIPMENT
Loss and impairment on lease termination	$ 17,063
Leasehold improvements
PROPERTY AND EQUIPMENT
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember
Machinery and equipment \| Minimum
PROPERTY AND EQUIPMENT
Estimated useful life	7 years
Machinery and equipment \| Maximum
PROPERTY AND EQUIPMENT
Estimated useful life	10 years
Furniture and fixtures
PROPERTY AND EQUIPMENT
Estimated useful life	5 years
Computer and software
PROPERTY AND EQUIPMENT
Estimated useful life	3 years
Buildings
PROPERTY AND EQUIPMENT
Estimated useful life	20 years
Building Fixtures
PROPERTY AND EQUIPMENT
Estimated useful life	7 years

SUBSEQUENT EVENTS	3 Months Ended	12 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2026	Dec. 31, 2025
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	Note 15 - Subsequent Events The Company has evaluated subsequent events through June 10, 2026. As discussed in Note 1, on June 5, 2026, upon the closing of the de-SPAC Transaction, the Company became a wholly-owned subsidiary of CGC. Under the BCA, each outstanding Class A ordinary share of CGC (each, a “CGC Class A Share”), each outstanding Class B ordinary share of CGC and each outstanding preference share of CGC was converted into one share of Series A Common Stock, par value $0.00001 per share, (the “PubCo Series A Common Stock”). Each share of Factorial Common Stock (excluding treasury shares, dissenting shares and shares held by the Factorial founders) issued and outstanding as of immediately prior to the Effective Time, was automatically canceled and extinguished and exchanged for a number of shares of PubCo Series A Common Stock equal to the consideration ratio of approximately 3.67 (the “Consideration Ratio”), which was based on an implied Factorial equity value of $1,100,000. Each share of Factorial Common Stock held by the Factorial Founders issued and outstanding as of immediately prior to the Effective Time, was automatically canceled and extinguished and exchanged for a number of shares of Series B Common Stock, par value $0.00001 per share (the “PubCo Series B Common Stock”) equal to the Consideration Ratio. Each share of Factorial Preferred Stock issued and outstanding as of immediately prior to the Effective Time was automatically canceled and extinguished and converted into the right to receive a number of shares of PubCo Series A Common Stock, par value $0.00001 per share, equal to the Consideration Ratio. PubCo received gross proceeds of approximately $112,100 in connection with the de-SPAC Transaction and the sale of a private placement of PubCo Series A Common Stock, prior to the payment of transaction expenses. Additionally, and in congruence with the consummation of the de-SPAC transaction, each option to purchase Factorial Common Stock (each, a “Factorial Option”), whether vested or unvested, ceased to represent the right to purchase Factorial Common Shares and was canceled in exchange for options to purchase PubCo Series A Common Stock under the equity incentive plan adopted by CGC in advance of the Closing (the “PubCo Equity Incentive Plan”), in an amount equal to the product of (x) the number shares of Factorial Common Stock subject to such Factorial Option immediately prior to the Effective Time, multiplied by (y) the Consideration Ratio, at an exercise price per share equal to the quotient of (i) the exercise price per share of such Factorial Option immediately prior to the Effective Time, divided by (ii) the Consideration Ratio, and generally subject to the same terms and conditions that applied to the corresponding Factorial Option immediately prior to the Effective Time. Each restricted stock unit award that was outstanding with respect to Factorial Common Stock (each, a “Factorial RSU Award”), whether vested or unvested, ceased to have any rights in respect of the Factorial Common Stock and was canceled in exchange for a restricted stock unit award under the PubCo Equity Incentive Plan that settled in a number of shares of PubCo Series A Common Stock in an amount and subject to such terms and conditions, in each case, as set forth on the allocation schedule, that was generally subject to the same terms and conditions that applied to the corresponding Factorial RSU Award immediately prior to the Effective Time. On April 1, 2026, the Company modified an outstanding equity award granted to a consultant that included performance based vesting conditions. As a result of the modification, 90,000 previously granted stock options were forfeited. Pursuant to the modification, and contingent upon the closing of the Company’s pending business combination, the Company is required to grant the consultant RSUs with an aggregate grant date fair value of $250. Additionally, the modification provides for the issuance of 100,000 RSUs subject to performance conditions as defined in the amended agreement. On April 27, 2026, the Company entered into a definitive agreement to sell its wholly-owned subsidiary Factorial Germany GmbH for a total consideration of $6. The transaction will close at a later date, subject to the satisfaction of customary closing conditions in accordance with German law and registration with the German Commercial Register. On May 18, 2026, the Company received $1,040 of proceeds related to the January 2026 Notes. On June 5, 2026, the Company entered into an agreement with Clear Street LLC (“Clear Street”), pursuant to which Clear Street agreed to act as capital markets advisor to the Company for a term of twelve months. As consideration for these services, the agreement provides for the issuance to Clear Street of 100,000 shares of PubCo Series A Common Stock.	NOTE 16 - SUBSEQUENT EVENTS On December 17, 2025, Cartesian Growth Corporation III, a Cayman Islands exempted company (“CGC”), Fenway MS, Inc., a Delaware corporation (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”), entered into a Business Combination Agreement (“BCA”). Merger Sub will merge with and into Factorial, with Factorial as the surviving company in the merger and, after giving effect to such merger, as a wholly-owned subsidiary of New Factorial (the “Merger”). Under the BCA, each outstanding Class A ordinary share of CGC (each, a “CGC Class A Share”), each outstanding Class B ordinary share of CGC and each outstanding preference share of CGC will be converted into one share of Series A Common Stock, par value $0.00001 per share, (the “PubCo Series A Common Stock”). Each share of Factorial Common Stock (excluding treasury shares, dissenting shares and shares held by the Factorial Founders) issued and outstanding as of immediately prior to the Effective Time, will be automatically canceled and extinguished and exchanged for number of shares of PubCo Series A Common Stock equal to the Consideration Ratio, which is based on an implied Factorial equity value of $1,100,000. Each share of Factorial Common Stock held by the Factorial Founders issued and outstanding as of immediately prior to the Effective Time, will be automatically canceled and extinguished and exchanged for a number of shares of PubCo Series B Common Stock equal to the Consideration Ratio. Each share of Factorial Preferred Stock issued and outstanding as of immediately prior to the Effective Time will be automatically canceled and extinguished and converted into the right to receive a number of shares of PubCo Series A Common Stock, par value $0.00001 per share, equal to the Consideration Ratio. Each option to purchase Factorial Common Stock (each, a “Factorial Option”), whether vested or unvested, will cease to represent the right to purchase Factorial Common Shares and will be canceled in exchange for options to purchase PubCo Series A Common Stock under the equity incentive plan to be adopted by CGC in advance of the Closing (the “PubCo Equity Incentive Plan”), in an amount equal to the product of (x) the number shares of Factorial Common Stock subject to such Factorial Option immediately prior to the Effective Time, multiplied by (y) the Consideration Ratio, at an exercise price per share equal to the quotient of (i) the exercise price per share of such Factorial Option immediately prior to the Effective Time, divided by (ii) the Consideration Ratio, and generally subject to the same terms and conditions that applied to the corresponding Factorial Option immediately prior to the Effective Time. Each restricted stock unit award that is outstanding with respect to Factorial Common Stock (each, a “Factorial RSU Award”), whether vested or unvested, will cease to have any rights in respect of the Factorial Common Stock and will be canceled in exchange for a restricted stock unit award under the PubCo Equity Incentive Plan that settles in a number of shares of PubCo Series A Common Stock in an amount and subject to such terms and conditions, in each case, as to be set forth on an allocation schedule, that will generally be subject to the same terms and conditions that applied to the corresponding Factorial RSU Award immediately prior to the Effective Time. The Business Combination is expected to close in mid-2026, following the receipt of the requisite approvals of CGC shareholders and Factorial stockholders and the fulfillment of other customary closing conditions. During January 2026, the Company entered into Convertible Promissory Note Agreements where they can receive proceeds up to $5,340 (“the January 2026 Notes”) from new investors. The January 2026 Notes will bear interest of 5% per annum and mature on January 1, 2029. As of the issuance of these financial statements, the Company has received proceeds of $4,300. The January 2026 Notes provide the holders with certain conversion features including: a mandatory conversion upon a qualified financing event, an optional conversion upon a non-qualified financing event, and an optional conversion upon an acquisition of the Company. The Company has elected the fair value option under ASC 825 for its issued Notes and accordingly measures these instruments at fair value on a recurring basis, with changes in fair value recognized in other income (expense) in the consolidated statements of operations. In January 2026, the Company entered into a new development agreement with an unaffiliated partner. The development agreement has various terms and conditions and has a term of two years; however, the unaffiliated partner has the right to terminate upon a change of control. The Company entered into this development agreement for purposes of assessing its technology through evaluation and testing of its batteries. In February 2026, the Company entered into a new development agreement with PowerCo SE (“PowerCo”). The development agreement has various terms and conditions and has a term of fifteen months; however, PowerCo has the right to terminate under certain conditions. The Company entered into this development agreement for purposes of assessing its technology through evaluation and testing of its batteries.
Cartesian Growth Corporation III
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date and through the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of property and equipment, net

Property and equipment, net consists of the following (in thousands):



		As of
		March 31, 2026		December 31, 2025
Leasehold improvements		$	10,680	$	10,680
Machinery and equipment			16,081		16,315
Furniture and fixtures			414		419
Computer and software			211		216
Buildings			1,160		1,227
Building Fixtures			1,256		1,206
Land			3,196		3,382
Advances on purchases of property and equipment			617		632
Total		$	33,615	$	34,077
Accumulated depreciation			(13,409)		(12,801)
Total		$	20,206	$	21,276

Property and equipment, net consists of the following (in thousands):



		As of December 31,
		2025			2024
Leasehold improvements		$	10,680		$	32,427
Machinery and equipment			16,315			22,205
Furniture and fixtures			419			415
Computer and software			216			203
Buildings			1,227			1,205
Building Fixtures			1,206			1,143
Land			3,382			3,320
Advances on purchases of property and equipment			632			1,627
Total		$	34,077		$	62,545
Accumulated depreciation			(12,801)			(14,855)
Total		$	21,276		$	47,690

NET LOSS PER COMMON SHARE - Anti-dilutive securities (Details) - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Series A-1 redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	1,234,568	1,234,568	1,234,568	1,234,568
Series A-2 redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	2,362,204	2,362,204	2,362,204	2,362,204
Series B-1 redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	2,718,539	2,718,539	2,718,539	2,718,539
Series C-1 redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	3,570,724	3,570,724	3,570,724	3,570,724
Series C-2 redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	2,513,698	2,513,698	2,513,698	2,513,698
Series D redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	5,950,204	5,950,204	5,950,204	5,950,204
Preferred stock warrants
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	295,558	295,558	295,558	295,558
Preferred stock issued upon conversion of convertible promissory notes (1)
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	560,024		560,024
Stock options
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	5,538,921	5,124,445	5,546,772	5,085,269
Restricted stock units
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	1,394,670	1,414,922	1,394,670	1,446,116

COMMON STOCK (Details)	3 Months Ended	12 Months Ended
COMMON STOCK (Details)	Mar. 31, 2026 Vote shares	Dec. 31, 2025 Vote shares	Dec. 31, 2024 shares
COMMON STOCK
Common stock, Shares authorized	32,000,000	32,000,000	32,000,000
Number of votes \| Vote	1	1
Common stock, Shares issued	5,068,690	5,039,438	5,016,051
Shares outstanding (in shares)	5,068,690	5,039,438	5,016,051

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
PROPERTY AND EQUIPMENT
Depreciation expense	$ 882	$ 1,984	$ 6,067	$ 8,302
Losses on the sale and disposal of assets			123	100
Loss and impairment on lease termination			17,063
Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpense
PROPERTY AND EQUIPMENT
Depreciation expense	850	1,775
Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpenses
PROPERTY AND EQUIPMENT
Depreciation expense			5,511	7,464
Location, Statement of Income, Balance [Axis]: us-gaap:SellingGeneralAndAdministrativeExpense
PROPERTY AND EQUIPMENT
Depreciation expense	$ 32	$ 209	$ 556	$ 838

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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STOCK BASED COMPENSATION - Share-Based Compensation Awards (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2026 item shares	Mar. 31, 2025 shares	Dec. 31, 2025 item shares	Dec. 31, 2024 shares
STOCK BASED COMPENSATION
Strategic consultants receiving performance awards \| item	2		2
Options granted	33,580	594,691	1,375,868
Stock options subject to performance conditions
STOCK BASED COMPENSATION
Options granted	0		0	0

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SEGMENT INFORMATION - Long-lived assets by physical geographical location (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
SEGMENT INFORMATION
Gross property, plant and equipment	$ 33,615	$ 34,077	$ 62,545
Accumulated depreciation	(13,409)	(12,801)	(14,855)
Total	20,206	21,276	47,690
Operating lease right-of-use assets	7,266	7,576	8,769
Finance lease right-of-use assets			6,767
Leasehold improvements
SEGMENT INFORMATION
Gross property, plant and equipment	10,680	10,680	32,427
Machinery and equipment
SEGMENT INFORMATION
Gross property, plant and equipment	16,081	16,315	22,205
Furniture and fixtures
SEGMENT INFORMATION
Gross property, plant and equipment	414	419	415
Computer and software
SEGMENT INFORMATION
Gross property, plant and equipment	211	216	203
Buildings
SEGMENT INFORMATION
Gross property, plant and equipment	1,160	1,227	1,205
Building Fixtures
SEGMENT INFORMATION
Gross property, plant and equipment	1,256	1,206	1,143
Land
SEGMENT INFORMATION
Gross property, plant and equipment	3,196	3,382	3,320
Construction in progress (advances on property and equipment)
SEGMENT INFORMATION
Gross property, plant and equipment	$ 617	632	1,627
Single reportable segment \| South Korea
SEGMENT INFORMATION
Accumulated depreciation		(4,589)	(2,448)
Total		12,015	13,316
Total Long-Lived Assets		12,015	13,316
Single reportable segment \| South Korea \| Machinery and equipment
SEGMENT INFORMATION
Gross property, plant and equipment		10,609	9,934
Single reportable segment \| South Korea \| Furniture and fixtures
SEGMENT INFORMATION
Gross property, plant and equipment		94	90
Single reportable segment \| South Korea \| Computer and software
SEGMENT INFORMATION
Gross property, plant and equipment		86	72
Single reportable segment \| South Korea \| Buildings
SEGMENT INFORMATION
Gross property, plant and equipment		1,227	1,205
Single reportable segment \| South Korea \| Building Fixtures
SEGMENT INFORMATION
Gross property, plant and equipment		1,206	1,143
Single reportable segment \| South Korea \| Land
SEGMENT INFORMATION
Gross property, plant and equipment		3,382	3,320
Single reportable segment \| United States
SEGMENT INFORMATION
Accumulated depreciation		(8,212)	(12,407)
Total		9,261	34,374
Operating lease right-of-use assets		7,576	8,769
Finance lease right-of-use assets			6,767
Total Long-Lived Assets		16,837	49,910
Single reportable segment \| United States \| Leasehold improvements
SEGMENT INFORMATION
Gross property, plant and equipment		10,680	32,427
Single reportable segment \| United States \| Machinery and equipment
SEGMENT INFORMATION
Gross property, plant and equipment		5,706	12,271
Single reportable segment \| United States \| Furniture and fixtures
SEGMENT INFORMATION
Gross property, plant and equipment		325	325
Single reportable segment \| United States \| Computer and software
SEGMENT INFORMATION
Gross property, plant and equipment		130	131
Single reportable segment \| United States \| Construction in progress (advances on property and equipment)
SEGMENT INFORMATION
Gross property, plant and equipment		$ 632	$ 1,627

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Convertible Promissory Notes - Related Parties, Fair Value (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Aug. 01, 2025	Mar. 31, 2026	Dec. 31, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Change in fair value of convertible promissory notes		$ 1,407	$ 4,389
August 2025 notes
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Aggregate amount of loan	$ 10,000
Non-cash financing costs	4,500
Non-cash issuance cost	$ 108
Change in fair value of convertible promissory notes		$ 300	$ (4,389)

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SEGMENT INFORMATION - Reconciliation of net loss (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Operating expenses
Research and development expense	$ (1,942)	$ (6,754)	$ (24,323)	$ (31,809)
Depreciation expense	(882)	(1,984)	(6,067)	(8,302)
Loss on impairment and lease termination			(17,063)
Loss from operations	(6,491)	(13,122)	(63,588)	(56,520)
Total other income (expense), net	(2,084)	252	(10,257)	2,176
Net income (loss)	(8,575)	(12,870)	(73,845)	(54,344)
Single reportable segment
Operating expenses
Reimbursement from JDAs and others	3,410	34	1,686	3,570
Payroll expense	(5,860)	(8,133)	(26,375)	(35,638)
Occupancy expense	(859)	(1,497)	(6,292)	(7,124)
Professional service expense	(916)	(606)	(4,146)	(3,671)
Research and development expense	(933)	(537)	(3,646)	(2,990)
Depreciation expense	(882)	(1,984)	(6,067)	(8,302)
Loss on impairment and lease termination			(17,063)
Other operating expense	(451)	(399)	(1,685)	(2,365)
Loss from operations	(6,491)	(13,122)	(63,588)	(56,520)
Total other income (expense), net			(10,257)	2,176
Net income (loss)	$ (8,575)	$ (12,870)	$ (73,845)	$ (54,344)

NET LOSS PER COMMON SHARE - Anti-dilutive securities (Details) - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Series A-1 redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	1,234,568	1,234,568	1,234,568	1,234,568
Series A-2 redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	2,362,204	2,362,204	2,362,204	2,362,204
Series B-1 redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	2,718,539	2,718,539	2,718,539	2,718,539
Series C-1 redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	3,570,724	3,570,724	3,570,724	3,570,724
Series C-2 redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	2,513,698	2,513,698	2,513,698	2,513,698
Series D redeemable convertible preferred stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	5,950,204	5,950,204	5,950,204	5,950,204
Preferred stock warrants
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	295,558	295,558	295,558	295,558
Preferred stock issued upon conversion of convertible promissory notes (1)
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	560,024		560,024
Options to purchase common stock
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	5,538,921	5,124,445	5,546,772	5,085,269
Restricted stock units
NET LOSS PER COMMON SHARE
Common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive	1,394,670	1,414,922	1,394,670	1,446,116

CONVERTIBLE PROMISSORY NOTES - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended	12 Months Ended
	May 18, 2026	Jan. 31, 2026	Mar. 31, 2026	Dec. 31, 2025	Aug. 01, 2025
CONVERTIBLE PROMISSORY NOTES
Proceeds from convertible promissory notes			$ 4,300	$ 10,000
Convertible promissory note
CONVERTIBLE PROMISSORY NOTES
Aggregate amount of loan		$ 5,340	$ 4,300	10,000	$ 10,000
Interest rate		5.00%			15.00%
Aggregate principal amount		$ 1,340
Proceeds from convertible promissory notes		300
Issuance cost		37		$ 4,500
Convertible promissory note \| Subsequent Event
CONVERTIBLE PROMISSORY NOTES
Aggregate amount of loan		900
Aggregate principal amount		1,040
Proceeds from convertible promissory notes	$ 1,040
Convertible promissory note \| Partnership agreement
CONVERTIBLE PROMISSORY NOTES
Aggregate amount of loan		$ 2,240

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

COMMON STOCK (Details)	3 Months Ended	12 Months Ended
COMMON STOCK (Details)	Mar. 31, 2026 Vote shares	Dec. 31, 2025 Vote shares	Dec. 31, 2024 shares
COMMON STOCK
Common stock, Shares authorized \| shares	32,000,000	32,000,000	32,000,000
Number of votes \| Vote	1	1

RELATED PARTY TRANSACTIONS - Consulting Arrangements (Details) - USD ($) $ in Thousands	3 Months Ended		24 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
RELATED PARTY TRANSACTIONS
Accrued legal and professional	$ 320		$ 172	$ 29
Executive Chairman
RELATED PARTY TRANSACTIONS
Consulting expenses	88	$ 44	350
Accrued legal and professional	$ 30		$ 190	$ 0

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

FAIR VALUE MEASURES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of financial assets and liabilities measured at fair value on a recurring basis

The following table presents information about the Company’s financial assets and liabilities measured at fair value and the level of input utilized to determine such fair values (in thousands):



	Fair value measurements as of March 31, 2026
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	10,245	$	10,245	$	—	$	—
Money market (included in restricted cash)		884		884		—		—
Total Assets	$	11,129	$	11,129	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	681	$	—	$	—	$	681
Warrant liability Series D		2,803		—		—		2,803
Convertible promissory notes – related parties		20,296		—		—		20,296
Convertible promissory notes		4,600		—		—		4,600
Total Liabilities	$	28,380	$	—	$	—	$	28,380



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes – related parties		18,889		—		—		18,889
Convertible promissory notes		—		—		—		—
Total Liabilities	$	22,267	$	—	$	—	$	22,267



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes		18,889		—		—		18,889
Total Liabilities	$	22,267	$	—	$	—	$	22,267



	Fair value measurements as of December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	34,241	$	34,241	$	—	$	—
Money market (included in restricted cash)		3,169		3,169		—		—
Total Assets	$	37,410	$	37,410	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	114	$	—	$	—	$	114
Warrant liability Series D		1,034		—		—		1,034
Convertible promissory notes		—		—		—		—
Total Liabilities	$	1,148	$	—	$	—	$	1,148

Schedule of roll-forward of the aggregate fair values of the Warrant liabilities and Convertible promissory notes

The following table presents a roll-forward of the aggregate fair values of the Company’s Warrant liabilities and the Company’s Convertible promissory notes for which fair value is determined by Level 3 inputs (in thousands):



							Convertible
							Promissory
			Warrant		Warrant		Notes		Convertible
			Liability		Liability		Related		Promissory
	Total		Series B - 1		Series D		Parties		Notes
December 31, 2024	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		—		—		—		—		—
Loss on issuance		—		—		—		—		—
Change in fair value		—		—		—		—		—
March 31, 2025	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		10,000		—		—		10,000		—
Loss on issuance		4,500		—		—		4,500		—
Change in fair value		6,619		494		1,736		4,389		—
December 31, 2025	$	22,267	$	608	$	2,770	$	18,889	$	—
Issuance of convertible promissory notes		4,300		—		—		—		4,300
Loss on issuance		—		—		—		—		—
Change in fair value		1,813		73		33		1,407		300
March 31, 2026	$	28,380	$	681	$	2,803	$	20,296	$	4,600



					Warrant Liability			Warrant Liability		Convertible
		Total			Series B-1			Series D		Promissory Notes
December 31, 2023		$	1,636		$	165		$	1,471	$	—
Change in fair value			(488)			(51)			(437)		—
December 31, 2024		$	1,148		$	114		$	1,034	$	—
Issuance of convertible promissory notes		$	10,000		$	—		$	—	$	10,000
Financing costs related to issuance of convertible promissory notes			4,500			—			—		4,500
Change in fair value			6,619			494			1,736		4,389
December 31, 2025		$	22,267		$	608		$	2,770	$	18,889

Schedule of assumptions used to calculate fair value of Warrant liabilities and Convertible promissory notes

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of March 31, 2026:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.20			0.20
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31, 2025:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.38			0.38
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of March 31, 2026:



		Series B-1			Series D
Share value		$	18.16		$	33.61
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.8	%		3.8	%
Expected life (in years)			2			2
Expected dividends			—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



		Series B-1			Series D
Share value		$	18.14		$	33.71
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.5	%		3.5	%
Expected life (in years)			2			2
Expected dividends			—			—

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Series D
		Three Months Ended
		March 31, 2026
SPAC Exit Scenario			85	%
Qualified Financing Scenario			7.5	%
Dissolution Scenario			7.5	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.7	%
Expected life (in years)			0.50
Assumed discount rate			20	%
Share value		$	37.35

The assumptions used in determining the fair value of the August 2025 Notes under the SBM as of December 31, 2025, were as follows:



		Series D
		December 31, 2025
SPAC Exit Scenario			75	%
Qualified Financing Scenario			15	%
Dissolution Scenario			10	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.50	%
Expected life (in years)			0.75
Assumed discount rate			20	%
Share value		$	34.47

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31 2025:



	Series B-1			Series D
Discount rate		25	%		25	%
Expected life (in years)		0.38			0.38
Future projected price per share	$	37.76		$	37.76
Strike price	$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



	Series B-1			Series D
Share value	$	18.14		$	33.71
Assumed volatility		90	%		37	%
Assumed risk-free interest rate		3.5	%		3.5	%
Expected life (in years)		2			2
Expected dividends		—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements, as of December 31, 2024:



	Series B-1		Series D
Assumed volatility	75	%	75	%
Assumed risk-free interest rate	4.29	%	4.29	%
Expected life (in years)	2.5		2.5
Expected dividends	—		—

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Operating expenses:
Research and development, net (includes $0 and $24 of related party research and development reimbursement, net, during the three months ended March 31, 2026, and 2025, respectively)	$ (1,942)	$ (6,754)	$ (24,323)	$ (31,809)
Selling, general and administrative (includes $190 and $2,820 of related party expenses, during the years ended December 31, 2025, and 2024, respectively)	(4,549)	(6,368)	(22,202)	(24,711)
Loss on impairment and lease termination			(17,063)
Loss from operations	(6,491)	(13,122)	(63,588)	(56,520)
Other (expense) income, net:
Financing costs related to issuance of convertible promissory notes - related parties	(37)		(4,608)
Change in fair value of convertible promissory notes - related parties	(1,407)		(4,389)
Change in fair value of warrant liabilities (includes related party loss of $1,736 and gain of $407 during the years ended December 31, 2025, and 2024, respectively)	(106)		(2,230)	488
Other (expenses) income, net	(234)	252	970	1,688
Other income	(2,084)	252	(10,257)	2,176
Loss before provision for income taxes	(8,575)	(12,870)	(73,845)	(54,344)
Provision for income taxes			0	0
Net income (loss)	(8,575)	(12,870)	(73,845)	(54,344)
Net loss attributable to common stockholders - basic (Note 12)	(8,575)	(12,870)	(73,845)	(54,344)
Net loss attributable to common stockholders - diluted (Note 12)	$ (8,575)	$ (12,870)	$ (73,845)	$ (54,344)
Basic net income (loss) per share (In dollars per share)	$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Diluted net income (loss) per share (In dollars per share)	$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Basic weighted average shares outstanding (In shares)	5,056,994	5,016,149	5,026,704	5,009,250
Diluted weighted average shares outstanding (In shares)	5,056,994	5,016,149	5,026,704	5,009,250

STOCK BASED COMPENSATION - Equity Compensation Plans (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2019
STOCK BASED COMPENSATION
Award vesting period				4 years
Award expiration period for stock options				10 years
Common stock authorized for issuance		8,668,779	8,668,779
Common stock remained available for future grants		1,329,263	1,702,707
Plan modification, exercise price (per share)	$ 3.23
Number of options modified	4,663,721
Incremental expense from modification	$ 2,376	$ 2,583	$ 0

PROPERTY AND EQUIPMENT - Property and equipment, net (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
PROPERTY AND EQUIPMENT
Total	$ 33,615	$ 34,077	$ 62,545
Accumulated depreciation	(13,409)	(12,801)	(14,855)
Total	20,206	21,276	47,690
Leasehold improvements
PROPERTY AND EQUIPMENT
Total	10,680	10,680	32,427
Machinery and equipment
PROPERTY AND EQUIPMENT
Total	16,081	16,315	22,205
Furniture and fixtures
PROPERTY AND EQUIPMENT
Total	414	419	415
Computer and software
PROPERTY AND EQUIPMENT
Total	211	216	203
Buildings
PROPERTY AND EQUIPMENT
Total	1,160	1,227	1,205
Building Fixtures
PROPERTY AND EQUIPMENT
Total	1,256	1,206	1,143
Land
PROPERTY AND EQUIPMENT
Total	3,196	3,382	3,320
Advances on purchases of property and equipment
PROPERTY AND EQUIPMENT
Total	$ 617	$ 632	$ 1,627

COMMITMENTS AND CONTINGENCIES - Underwriting Agreement (Details) - Cartesian Growth Corporation III - USD ($)	May 05, 2025	May 02, 2025	May 01, 2025	Dec. 17, 2025
COMMITMENTS AND CONTINGENCIES
Cash underwriting fee	$ 4,800,000
Deferred underwriting discount	$ 13,140,000
Cantor
COMMITMENTS AND CONTINGENCIES
Deferred underwriting discount				$ 13,140,000
Modified deferred fee payable				3,750,000
Cantor \| Maximum
COMMITMENTS AND CONTINGENCIES
Modified deferred fee payable				$ 13,000,000
Initial public offering
COMMITMENTS AND CONTINGENCIES
Number of units offered	27,600,000
Deferred underwriting discount as percentage	4.50%
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Option period granted to underwriters			45 days
Number of units offered	3,600,000		3,600,000
Shares issued during the period		3,600,000
Cash underwriting fee	$ 4,800,000
Deferred underwriting discount as percentage	6.50%
Deferred underwriting discount	$ 13,140,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its four wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the preparation of the consolidated financial statements in accordance with the provisions under ASC Topic 810 Consolidation.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements and notes to the consolidated financial statements have been prepared in accordance with accounting standards generally accepted in the United States of America (“U.S. GAAP”) as organized in the Accounting Standards Codification (“ASC”) administrated by the Financial Accounting Standards Board (“FASB”).

The accompanying consolidated financial statements include the accounts of the Company and its four wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the preparation of the consolidated financial statements in accordance with the provisions under ASC Topic 810 Consolidation.

Collaboration Arrangements and Partnership Agreements

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the amounts of expenses during the reporting period. On an ongoing basis, the Company’s management evaluates its estimates, judgments, and methodologies. Significant estimates and assumptions in the consolidated financial statements include those related to warrant liabilities, convertible promissory notes and stock-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.

Use of Estimates

The Company enters into collaborative arrangements with various parties individually through joint development agreements (“JDAs”) to evaluate and test its technology. The agreements are executed in anticipation of entering into either a purchasing agreement for the Company’s sellable products or jointly developing a commercialized product. As part of the JDAs, the counterparty may either reimburse the Company for certain costs incurred through a fixed fee payment or per unit payment or share certain costs with the Company.

The Company assesses each collaborative arrangement to determine whether it is in scope for ASC Topic 808, Collaborative Arrangements (“ASC 808”). In making the determination, the Company considers whether the arrangement involves joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. All of the JDAs entered into by the Company have been concluded to be arrangements within the scope of ASC 808. As a result, payments received/paid from/to the counterparties have been netted against the research and development expenses incurred by the Company.

The Company assesses each collaborative arrangement to determine whether it is in scope for ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). In making the determination, the Company considers if some or all aspects of the arrangement represent a transaction with a customer. All of the JDAs entered into by the Company to date have been concluded to be arrangements outside the scope of ASC 606. As a result, no revenue has been recognized by the Company.

For the three months ended March 31, 2026, and 2025, the Company recognized approximately $3,410 and $34, respectively in expense reimbursements from arrangements, which are recorded net within research and development expenses on the condensed consolidated statements of operations. The Company had one partner that accounted for $3,360 in expense reimbursements for the three months ended March 31, 2026.

In February 2026, the Company entered into a new development agreement with PowerCo SE (“PowerCo”). The development agreement has various terms and conditions and has a term of fifteen months; however, PowerCo has the right to terminate under certain conditions. The Company entered into this development agreement for purposes of assessing its technology through evaluation and testing of its batteries.

In January 2026, the Company entered into a partnership agreement with a note holder as further described in Note 7. The partnership agreement includes up to $900 of consideration for the performance of research and development services to the note holder.

Collaboration Arrangements

In 2021, the Company entered into JDAs with Hyundai Motor Company and Kia Corporation (collectively, “HMC”), Mercedes-Benz and Stellantis Europe, S.p.A (f/k/a FCA Italy, S.p.A) (“Stellantis Europe”). In August, 2025, the Company amended its JDA with Mercedes-Benz and simultaneously terminated the Stellantis Europe agreement and entered into a new JDA with FCA US LLC, an affiliate of Stellantis Europe and Stellantis Ventures B.V. (collectively, “Stellantis”). For the year ended December 31, 2025, the amounts received from third parties under JDAs were approximately $1,295. As part of the JDA with Stellantis, the Company paid $2,000 for development of demo car services as further described in Note 15.

For the years ended December 31, 2025, and 2024, the amounts received from third parties under JDAs were approximately $1,295 and $3,389, respectively, and were recorded within research and development, net in the consolidated statements of operations.

Deferred Transaction Costs

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to transaction costs. Prior to the completion of the transaction (potential business combination with Cartesian Growth Corporation III) as mentioned in Note 1 of the audited annual consolidated financial statements for the year ended December 31, 2025, direct transaction costs are capitalized as deferred transaction costs. If the transaction is completed, the deferred transaction costs are charged to additional paid-in capital and offset the proceeds received from the potential business combination. As of March 31, 2026, and December 31, 2025, the Company had $3,468 and $1,423 of deferred transaction costs incurred, respectively.

Deferred Transaction Costs

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to transaction costs. Prior to the completion of the transaction (potential business combination with Cartesian Growth Corporation III as mentioned in Note 1), direct transaction costs are capitalized as deferred transaction costs. If the transaction is completed, the deferred transaction costs are charged to additional paid-in capital and offset the proceeds received from the potential business combination. As of December 31, 2025, and 2024, the Company had $1,423 and $0 of deferred transaction costs incurred, respectively.

Convertible Promissory Notes, Fair Value

During January 2026, the Company entered into Note Purchase Agreements and a Convertible Promissory Note Agreement pursuant to which it could receive proceeds up to $5,340 (the “January 2026 Notes”) from new investors. The Company determined that it is eligible for the fair value option election in connection with the Convertible Promissory Notes. The Convertible Promissory Notes meet the definition of a “recognized financial liability” which is an acceptable financial instrument eligible for the fair value option under ASC Topic 825 Financial Instruments (“ASC 825”). At the date of issuance, the fair value of the Convertible Promissory Notes were derived using the scenario-based method (“SBM”) as further described in Note 3. The fair value option election was made to enhance the relevance and transparency of information presented related to the features embedded in the Convertible Promissory Notes.

Changes in the fair value of the Convertible Promissory Notes are recorded as gains or losses in the Company’s consolidated statements of operations in each reporting period. For the three months ended March 31, 2026, the Company recorded a loss on the change in fair value of convertible promissory notes of $300.

Convertible Promissory Notes - Related Parties, Fair Value

On August 1, 2025, the Company entered into a total of $10,000 Convertible Promissory Note Agreement (“the August 2025 Notes”) with existing investors. The Company determined that it is eligible for the fair value option election in connection with the Convertible Promissory Note Agreement. The Convertible Promissory Note Agreement meets the definition of a “recognized financial liability” which is an acceptable financial instrument eligible for the fair value option under ASC Topic 825 Financial Instruments (“ASC 825”). At the date of issuance, the fair value of the Convertible Promissory Notes were derived using the scenario-based method (“SBM”) as further described in Note 3. The fair value option election was made to enhance the relevance and transparency of information presented related to the features embedded in the Convertible Promissory Notes. The notes were issued to related parties as further described in Note 15. Due to the terms of the agreement, the fair value of the notes, on the date of issuance, was more than the proceeds received, which was determined to be a cost of financing, and on August 1, 2025, upon issuance, the Company recognized non-cash financing costs related to issuance of convertible promissory notes of $4,500 and an issuance cost of $108.

Changes in the fair value of the Convertible Promissory Notes are recorded as gains or losses in the Company’s consolidated statements of operations in each reporting period. For the year ended December 31, 2025, the Company recorded a loss on the change in fair value of convertible promissory notes of $4,389.

Recently Adopted Accounting Pronouncements and New Accounting Pronouncements - Not Yet Adopted

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. After completion of the business combination described in Note 15, the Company expects it will be considered an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides optional practical expedients intended to simplify the application of the current expected credit loss model to current trade accounts receivable and current contract assets arising from revenue transactions under Topic 606. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company adopted the guidance effective January 1, 2026. The adoption did not have a material impact on its accounting policies, financial position, results of operations, or cash flows, given the short-term nature and historically no loss experience of its trade receivables and contract assets.

New Accounting Pronouncements – Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) (“ASU 2024-03”), requiring additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The amendment in this update applies to all public business entities and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the provisions of the amendments and the impact on its disclosures.

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. After completion of the business combination described in Note 16, the Company expects it will be is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improves segment disclosure requirements, primarily through enhanced disclosure requirements for significant segment expenses. The improved disclosure requirements apply to all public entities that are required to report segment information, including those with only one reportable segment. The Company adopted the guidance effective January 1, 2024. The Company has included the additional required disclosures in Note 14.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (ASC Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which establishes incremental disaggregation of income tax disclosures pertaining to the effective tax rate reconciliation and income taxes paid. The amendments in this update apply to all entities that are subject to ASC Topic 740, Income Taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company adopted the guidance effective January 1, 2025, with prospective application. The Company has included the additional required disclosures in Note 12.

In May 2025, the FASB issued ASU 2025-03 - Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in a Variable-Interest Entity. This standard clarifies that when a business combination is effected primarily by exchanging equity interests and the legal acquiree is a variable-interest entity (“VIE”) that meets the definition of a business, entities must identify the accounting acquirer using the factors in ASC 805-10-55-12 through 55-15, rather than relying solely on the VIE consolidation model. The ASU is effective for years beginning after December 15, 2026, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company has elected to early adopt this standard effective January 1, 2024.

New Accounting Pronouncements - Not Yet Adopted

about selling expenses. The amendment in this update applies to all public business entities and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the provisions of the amendments and the impact on its disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides optional practical expedients intended to simplify the application of the current expected credit loss model to current trade accounts receivable and current contract assets arising from revenue transactions under Topic 606. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and related disclosures. While that assessment is ongoing, the Company does not expect the adoption of ASU 2025-05 to have a material impact on its accounting policies, financial position, results of operations, or cash flows, given the short-term nature and historically no loss experience of its trade receivables and contract assets.

Foreign Currency

The Company measures items included in the consolidated financial statements of each of its entities using the currency of the primary economic environment in which the entity operates. The Company presents these consolidated financial statements in USD.

The Company translates foreign currency transactions into the functional currency using the exchange rates prevailing at the dates of the transactions. The Company recognizes foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates within other income (expense), net, in the consolidated statements of operations. For the years ended December 31, 2025, and 2024, the Company had a gain of $52 and a loss of $880 in foreign exchange unrealized gains and losses, respectively, recorded in other income (expense).

For presentation purposes, the Company translates all assets and liabilities denominated in foreign currencies into USD using exchange rates in effect as of the date of the balance sheet date. The Company translates expense transactions at the monthly average exchange rates, and the Company translates certain specific equity transactions at the exchange rate in effect at the time of the transaction. The Company recognizes all resulting exchange differences within currency translation adjustment in the consolidated statements of comprehensive loss and as a separate component of stockholders’ equity.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank deposit and money market accounts (refer to Note 3) which, at times, may exceed the federal insurance limit. Restricted cash are restricted deposits and are pledged in favor of the bank as security for guaranties issued by the bank to the landlords of the Company’s leased office spaces.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the consolidated statements of operations as gain or loss on disposal of property and equipment. Major replacements and improvements are capitalized, while general repairs and maintenance are charged to expense as incurred. Costs for capital assets not yet placed in service have been capitalized as construction in progress or advances to fixed asset vendors and are depreciated in accordance with the below guidelines once placed into service.

Long-lived assets, such as property and equipment, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with ASC Topic 360, “Property, Plant, and Equipment.” Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cashflow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed before the end of its estimated useful life.

Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized at the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs. The Company recognized a loss on impairment and lease termination of $17,063 for the year ended December 31, 2025, see Note 4. The Company did not recognize any impairment charges associated with long- lived assets for the year ended December 31, 2024.

Depreciation is computed using the straight-line method over the following estimated useful lives:



Assets		Years
Leasehold improvements		Lesser of lease term or useful life
Machinery and equipment		7-10
Furniture and fixtures		5
Computer and software		3
Buildings		20
Building Fixtures		7

Reserve for Credit Losses

The Company’s receivables relate to reimbursements due under its JDAs represented as “Receivables under collaboration agreements” on its consolidated balance sheets as of December 31, 2025, and 2024. The reserve for credit losses (“allowance”) is established at the origination of a receivable in accordance with ASC Topic 326 Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASC 326 requires the Company to estimate the lifetime expected credit losses on such instruments and to record an allowance to offset the receivables. Company’s receivables are recognized when the related reimbursable costs are incurred in accordance with the terms of the respective JDA and collection is considered probable. The Company evaluates such receivables for collectability and records an allowance for expected credit losses in accordance with ASC 326. The allowance is estimated using relevant available information, including historical collection experience, the financial condition of the collaborator, current economic conditions, and reasonable and supportable forecasts.

As of December 31, 2025, and, 2024, the Company determined that any expected credit losses associated with receivables under collaboration agreements were immaterial. Accordingly, no allowance for credit losses has been recorded.

Research and Development

Research and development costs are expensed as incurred. Research and development costs consist of expenses incurred in performing research and development activities, including salaries and benefits, materials and supplies, stock-based compensation expense, contract services, depreciation of fixed assets used to conduct research and development activities, and other outside expenses. Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its vendors. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected on the consolidated balance sheets as prepaid expenses, other current assets, or accrued expenses, and in the consolidated statements of operations as research and development.

Redeemable Convertible Preferred Stock Warrant Liabilities

Warrants to purchase shares of redeemable convertible preferred stock are classified as liabilities on the consolidated balance sheets at fair value upon issuance because the underlying shares of redeemable convertible preferred stock are redeemable outside of the control of the Company. The initial liability recorded is adjusted for changes in the fair value at each reporting date and recorded as other income/expense in the accompanying Company’s statement of operations. Factorial will continue to adjust the convertible preferred stock warrant liability for changes in fair value until the earlier of the exercise of the warrants, at which time the liability will be reclassified to redeemable convertible preferred stock, or the expiration of the warrants, at which time the entire remaining amount would be reversed and reflected in the Company’s accompanying statement of operations. The redeemable convertible preferred stock warrant liabilities will increase or decrease each period based on the fluctuations of the fair value of the underlying security.

Changes in the fair value of the redeemable convertible preferred stock warrants are recorded as gains or losses in the Company’s consolidated statements of operations in each reporting period. For the year ended December 31, 2025, and 2024, the Company recorded a loss on the change in fair value of redeemable convertible preferred stock warrants of $2,230 and a gain of $488, respectively.

Contingencies

The Company records accruals for contingencies when a loss is probable, and the amount of the loss can be reasonably estimated.

Leases

The Company is accounting for leases in accordance with ASC Topic 842, Leases (“ASC 842”), which requires lessees to recognize lease liabilities and right-of-use (“ROU”) assets on the balance sheet for leases with lease terms of more than twelve months. The Company determines whether an arrangement contains a lease at contract inception based on whether the arrangement involves the use of a physically distinct identified asset and whether the Company has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period as well as the right to direct the use of the asset.

ROU lease assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments. Both the ROU lease asset and liability are recognized at the lease commencement date based on the present value of the lease payments over the lease term. The Company’s leases do not provide an implicit borrowing rate that can readily be determined. Therefore, the Company applies a discount rate based on the incremental borrowing rate, which is determined using other information available as of the lease commencement date. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. An operating lease ROU asset is initially recognized as equal to the lease liability adjusted for any lease prepayments and initial direct costs. For operating leases, interest on the lease liability and the amortization of the ROU asset result in a straight-line expense over the lease term. For finance leases, interest on the lease liability and the amortization of the ROU asset results in front-loaded expense over the lease term.

The lease term of the Company’s leases reflected in these consolidated financial statements may include an option to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Lease expense for minimum lease payments is recognized on a straight-line basis over the term of the lease. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. Some of the Company’s leases contain variable lease payments, which are expensed as incurred. The Company has elected not to recognize ROU assets and lease liabilities for leases that have a term of twelve months or less. The effect of short-term leases on our ROU assets and lease liabilities was not material for the years ended December 31, 2025, and 2024. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and non-employees, including stock options, restricted share units and restricted shares, based on estimated fair values recognized over the requisite service period. For stock-based awards subject to performance conditions, stock-based compensation expense is not recognized until the performance conditions become probable of occurring. Refer below for more details regarding the Company’s policies regarding stock-based awards subject to performance conditions.

The fair values of stock options and restricted stock awards granted with only service conditions or performance and service conditions are estimated on the grant date using the Black-Scholes option pricing model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted- average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. For the years ended December 31, 2025, and 2024, no performance conditions have been determined to be probable of achievement and therefore, no stock-based compensation expense has been recorded related to stock options with performance conditions.

For performance-based awards with a vesting schedule based entirely on the attainment of both performance and market conditions, each reporting period the Company assesses whether it is probable that it will achieve each performance condition that has

not previously been achieved or deemed probable of achievement and if so, the future time when the Company expects to achieve that business milestone, or its “expected business milestone achievement time.” When the Company first determines that a business milestone has become probable of being achieved, the Company allocates the entire expense for the related tranche over the number of reporting periods between the grant date and the then-applicable “expected vesting date.” The “expected vesting date” at any given time is generally the later of (i) the expected time when the performance condition will be achieved (if the related performance condition has not yet been achieved) and (ii) the expected time when the market condition will be achieved (if the related market condition has not yet been achieved). The Company immediately recognizes a cumulative catch-up expense for all accumulated expense for the reporting period from the grant date through the reporting period in which the performance condition was first deemed probable of being achieved. The Company accounts for forfeitures when they occur. For the years ended December 31, 2025, and 2024, no performance conditions have been determined to be probable of achievement and therefore, no stock-based compensation expense has been recorded related to restricted stock units with both performance and market conditions.

Refer to Note 11 for further information.

Redeemable Convertible Preferred Stock

The Company assessed the provisions of the shares of redeemable convertible preferred stock including redemption rights, dividends and voting rights to determine the appropriate classification of these instruments. The Company determined that the shares of redeemable convertible preferred stock are appropriately classified as mezzanine equity because they are contingently redeemable into cash upon the occurrence of an event not solely within the Company’s control.

Concentrations of Credit Risk and Off-Balance Sheet Arrangements

Financial instruments that potentially expose the Company to concentrations of credit risk consist of cash and cash equivalents. The Company maintains its cash and cash equivalents in accredited financial institutions of high credit standing. Deposits in certain accounts may exceed federally insured limits; however, the Company has not experienced any losses in such accounts.

The Company has no off-balance sheet arrangements. For the years ended December 31, 2025 and 2024, the Company did not generate any revenue.

Net Loss Per Share

The Company computes net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents of potentially dilutive securities outstanding for the period. Potentially dilutive securities include redeemable convertible preferred stock, warrants, convertible promissory notes, restricted stock units and common stock options. Basic net loss per share was the same as diluted net loss per share for all periods presented since the effects of potentially dilutive securities are anti-dilutive.

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the consolidated financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable

temporary differences, projected future taxable income, tax- planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. A valuation allowance is recorded when it is deemed more likely than not that some portion or all of a deferred tax asset will not be realized.

We record uncertain tax positions in accordance with ASC 740, Income Taxes (“ASC 740”) if it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and meet the more-likely-than-not recognition threshold. The positions are measured based on the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

We recognize interest and penalties related to unrecognized tax benefits in the income tax provision in the accompanying consolidated statements of operations. As of December 31, 2025 and, 2024, there are no accrued interest or penalties recorded on the consolidated balance sheets.

COMMITMENTS AND CONTINGENCIES - Registration Rights Agreement (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Cartesian Growth Corporation III
COMMITMENTS AND CONTINGENCIES
Registration rights agreement, filing threshold period	30 days	30 days

INCOME TAXES

12 Months Ended

Dec. 31, 2025

INCOME TAXES

INCOME TAXES

NOTE 12 - INCOME TAXES

The components of the Company’s loss before income taxes for the years ended December 31, 2025, and 2024 are as follows:



		Year ended December 31,
		2025			2024
Loss before income taxes:
Domestic		$	(74,059)		$	(50,284)
Foreign			214			(4,060)
Total		$	(73,845)		$	(54,344)

The overall effective tax rate differs from the statutory US federal tax rate for the years ended December 31, 2025, and 2024:



		Year ended December 31, 2025
		Amount
		(in thousands)			Percent
U.S. federal statutory tax rate		$	(15,507)		21	%
Foreign tax effects
Foreign rate differential			(45)		0.05	%
Changes in valuation allowance			12,608		(17)	%
Nontaxable or nondeductible items
Change in fair value of convertible promissory notes			1,866		(2.5)	%
Other nontaxable or nondeductible items			746		(1)	%
Other adjustments			332		(0.55)	%
Effective Tax Rate			—		—	%



		Year ended
		December 31, 2024
		% of Pretax Loss
Statutory US federal tax rate		21	%
Foreign rate differential		(1)	%
Stock-based compensation		(1)	%
Valuation allowance		(19)	%
Effective Tax Rate		—	%

Significant components of the Company’s net deferred tax assets as of December 31, 2025, and 2024 are as follows:



		As of December 31,
		2025			2024
Deferred Tax Assets
Depreciation		$	707		$	69
Lease liability			2,247			5,062
Capitalized research and development costs			8,670			9,445
Stock compensation			3,065			1,549
Other			2			48
Net operating losses			46,467			31,292
Research and development credits			5,063			5,063
Gross Deferred Tax Assets		$	66,221		$	52,528
Valuation allowance			(64,142)			(48,312)
Deferred tax assets, net		$	2,079		$	4,216
Deferred Tax Liabilities
Right-of-use assets		$	(1,994)		$	(4,089)
Unrealized exchange gain			(85)			(127)
Deferred tax liabilities, net			(2,079)			(4,216)
Net Deferred Tax Assets		$	—		$	—

As of December 31, 2025, the Company had federal net operating loss carryforwards of $172,668, that have no expiration date and can be carried forward indefinitely but are limited in their usage to 80% of annual taxable income. As of December 31, 2025, the Company had state tax net operating loss carryforwards of $157,844, that are subject to begin to expire in 2039. At December 31, 2025, the Company had federal and state research and development tax credit carryforwards of $3,503 and $1,527, which begin to expire in 2039 and 2035, respectively. As of December 31, 2025, the Company had foreign net operating loss carryforwards of $3,867.

Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2025, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. Management has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets and, as a result, valuation allowance of $64,142 has been established at December 31, 2025.

The valuation allowance increased by $15,830 and $12,870 during the years ended December 31, 2025 and 2024, respectively. The change in valuation allowance for the year ended December 31, 2025 of $15,830 relates to federal, state, and foreign jurisdictions in the amounts of $12,608, $3,222, and $0, respectively.

The utilization of the Company’s net operating losses and tax credits may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions. Such limitations may result in the expiration of net operating loss carryforwards or tax credits before their utilization. The Company has not completed a study to assess whether an “ownership change” as defined in Section 382 has occurred or whether there have been multiple ownership changes since the Company’s inception. Future changes in the Company’s stock ownership, which may be outside of the Company’s control, may trigger an “ownership change.” In addition, future equity offerings or acquisitions that have equity as a component of the purchase price could result in an “ownership change.”

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which we operate or do business in. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. As of December 31, 2025, we have not recorded any uncertain tax positions, accrued interest nor penalties in our consolidated financial statements.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. There are currently no pending income tax examinations. The Company is open to federal tax examination under statute from 2022 to present. The Company is open to tax examination in other jurisdictions from 2022 to present. Carryforward attributes from prior years may still be adjusted upon examination by federal, state and/or foreign tax authorities to the extent utilized in an open tax year or in future periods.

As of December 31, 2025, the Company has not provided for deferred income taxes on unremitted earnings of its foreign subsidiaries since these earnings are indefinitely reinvested. No deferred taxes have been provided on these amounts. It is impracticable to estimate the amount of the unrecognized deferred tax liability related to these earnings because such liability, if any, is dependent on the manner of repatriation (e.g., dividend, sale, or liquidation), the timing of such events, applicable tax treaties, withholding tax rates in various jurisdictions, and the amount of foreign tax credits available to offset potential U.S. taxes, none of which can be precisely determined at this time. Upon distribution of such earnings in the form of dividends or otherwise, the Company could be subject to taxes.

On July 4, 2025, the One Big Beautiful Bill Act (‘OBBBA’ or the ‘Act’) was enacted into law in the United States. The Act includes, among other provisions, changes to bonus depreciation rules, the treatment of research and experimental expenditures under Section 174A, limitations on the deductibility of interest under Section 163(j), and modifications to certain international tax regimes. The Company is required to account for the effects of changes in tax law in the period that includes the enactment date. Accordingly, during the year ended December 31, 2025, we remeasured our U.S. deferred tax assets and liabilities and corresponding valuation allowances to reflect the tax law changes under OBBBA. The net impact of the remeasurement was insignificant to income tax expense.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

REDEEMABLE CONVERTIBLE PREFERRED STOCK

Fees Summary	Jun. 29, 2026 USD ($)
Fees Summary [Line Items]
Total Offering	$ 1,127,716,751.25
Previously Paid Amount	0.00
Total Fee Amount	155,737.68
Total Offset Amount	0.00
Net Fee	$ 155,737.68
Offering Table N/A
Offset Table N/A	N/A
Combined Prospectus Table N/A	N/A

FAIR VALUE MEASURES - Roll forward of Financial Liabilities (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	$ 22,267	$ 1,148	$ 1,148	$ 1,636
Issuance of convertible promissory notes	4,300	10,000	10,000
Financing costs related to issuance of convertible promissory notes			4,500
Change in fair value	1,813	6,619	6,619	(488)
Ending balance	28,380	22,267	22,267	1,148
Warrant liability Series B-1
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	608	114	114	165
Change in fair value	73	494	494	(51)
Ending balance	681	608	608	114
Warrant liability Series D
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	2,770	1,034	1,034	1,471
Change in fair value	33	1,736	1,736	(437)
Ending balance	2,803	2,770	2,770	$ 1,034
Convertible Promissory Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	18,889
Issuance of convertible promissory notes	4,300		10,000
Financing costs related to issuance of convertible promissory notes			4,500
Change in fair value	300		4,389
Ending balance	$ 4,600	$ 18,889	$ 18,889

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Transaction Costs (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Deferred transaction costs incurred	$ 3,468	$ 1,423	$ 0

REDEEMABLE CONVERTIBLE PREFERRED STOCK

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

REDEEMABLE CONVERTIBLE PREFERRED STOCK

Note 9 - Redeemable Convertible Preferred Stock

No redeemable convertible preferred stock was issued, converted, or redeemed during the three months ended March 31, 2026. Total carrying value remains $249,652. Terms and rights are unchanged from the audited annual consolidated financial statements for the year ended December 31, 2025.

NOTE 8 - REDEEMABLE CONVERTIBLE PREFERRED STOCK

The Company’s Series A-1 redeemable convertible preferred stock (“Series A-1”), Series A-2 redeemable convertible preferred stock (“Series A-2”), Series B-1, redeemable convertible preferred stock (“Series B-1”), Series C-1 redeemable convertible preferred stock (“Series C-1”), Series C-2 redeemable convertible preferred stock (“Series C-2”) and Series D redeemable convertible preferred stock (“Series D”) are collectively referred to as “Preferred Stock.” The holders of Series A-1, Series A-2, Series B-1, Series C-1, Series C-2 and Series D are collectively referred to as “Preferred Stockholders.” The carrying value of Series A-1, Series A-2, and Series B-1 was adjusted in 2019 to reflect the historical distribution of net assets to existing shareholders at that time.

As of December 31, 2025, and 2024, Preferred Stock consisted of the following:



			Common
			Stock Issuable
	Liquidation Value		Upon Conversion
	(In thousands)
Series A-1	$	3,000	1,234,568
Series A-2		6,000	2,362,204
Series B-1		22,166	2,718,539
Series C-1		28,423	3,570,724
Series C-2		26,857	2,513,698
Series D		202,385	5,950,204
Total	$	288,831	18,349,937

Significant terms of the Preferred Stock are as follows:

Voting Rights

The Preferred Stockholders have the right to one vote for each share of common stock into which their Preferred Stock could convert.

Dividends

In the event the Company declares, pays, or sets aside any dividends on shares of any class of capital stock of the Company, other than dividends on shares of common stock payable in shares of common stock, the holders of the Series D shall be first entitled to receive a dividend on each outstanding share, before the holders of Series A-1, Series A-2, Series B-1, Series C-1, and Series C-2 Preferred Stock. Dividends are not cumulative.

In the case of a dividend on common stock or any class of stock that is convertible into common stock, the Preferred Stock dividend per share would equal the product of the dividend payable on each share of stock determined and the number of shares of common stock issuable upon conversion of a share of Preferred Stock. In the case of a dividend on any class that is not convertible to common stock, the Preferred Stock dividend per share would be determined by dividing the amount of the dividend payable on each share of capital stock by the original issuance price of such stock and multiplying that fraction by an amount equal to the Preferred Stock original issue price. The dividend payable to the Preferred Stockholders shall be based on the formula which would result in the highest Preferred Stock dividend. No dividends have been declared or paid by the Company.

Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, the Preferred Stockholders shall be entitled to be paid out an amount per share equal to the greater of (i) the original issuance price of the Preferred Stock, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into common stock. If insufficient assets and funds are available to permit payment to the Preferred Stockholders of the full amount, then all available assets and funds shall be distributed to the holders of Series D on a pro rata basis, and thereafter, among the holders of Series C-2, Series C-1, Series B-1, Series A-2 and Series A-1, on a pro rata basis, and then common stock.

After payment in full to the Preferred Stockholders, the holders of common stock shall be entitled to be paid out of the assets of the Company available for distribution on a pro rata basis based on the number of shares held.

Conversion Rights

Each share of Preferred Stock is convertible at any time at the option of the holder into common stock. Each share shall be converted into such a number of shares of common stock as is determined by dividing the respective original issuance price by the conversion price in effect at the time of the conversion. As of December 31, 2022, and December 31, 2021, the Series A-1, Series A-2, Series B-1, Series C-1, Series C-2, and Series D (with issuances in 2022 and 2021) original issuance and conversion price is $2.43, $2.54, $8.15362, $7.96, $10.6842, and $34.0131 per share, respectively. As such, the shares of Preferred Stock convert on a one-for-one basis.

Conversion is mandatory at the earlier of the closing price of a qualified initial public offering of the Company’s common stock at a price of at least $68.0262 per share, resulting in at least $200,000 of proceeds, or the closing of a SPAC transaction, or the closing of a direct listing with a reference initial trading price announced on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace approved by the board of directors of the Company (the “Board of Directors”) prior to such listing equal to or greater than $68.0262 per share, or at the election of the majority holders of the outstanding shares of Preferred Stock.

SUBSEQUENT EVENTS (Details)					1 Months Ended	3 Months Ended		12 Months Ended
SUBSEQUENT EVENTS (Details)	Jun. 05, 2026 USD ($) $ / shares shares	May 18, 2026 USD ($)	Apr. 01, 2026 $ / shares shares	Dec. 07, 2025 USD ($) $ / shares	Jan. 31, 2026 USD ($)	Mar. 31, 2026 USD ($) $ / shares shares	Mar. 31, 2025 shares	Dec. 31, 2025 USD ($) $ / shares shares	Dec. 31, 2024 $ / shares	Apr. 27, 2026 USD ($)
SUBSEQUENT EVENTS
Par value \| $ / shares				$ 0.00001		$ 0.0001		$ 0.0001	$ 0.0001
Stock options forfeited \| shares						12,179	555,215	908,888
Proceeds from convertible promissory notes						$ 4,300,000		$ 10,000,000
Restricted stock units
SUBSEQUENT EVENTS
Grant date fair value of RSU \| $ / shares									$ 1.28
Convertible promissory note
SUBSEQUENT EVENTS
Proceeds from convertible promissory notes					$ 300,000
Cartesian Growth Corporation III
SUBSEQUENT EVENTS
Conversion ratio				1
Par value \| $ / shares				$ 0.00001
Factorial equity value				$ 1,100,000
Subsequent Event
SUBSEQUENT EVENTS
Gross proceeds	$ 112,100,000
Stock options forfeited \| shares			90,000
Subsequent Event \| Factorial Germany GmbH
SUBSEQUENT EVENTS
Consideration on disposal										$ 6,000
Subsequent Event \| Restricted stock units
SUBSEQUENT EVENTS
Grant date fair value of RSU \| $ / shares			$ 250
Shares issued \| shares			100,000
Subsequent Event \| PubCo Series A Common stock
SUBSEQUENT EVENTS
Par value \| $ / shares	$ 0.00001
Subsequent Event \| Class B ordinary shares
SUBSEQUENT EVENTS
Par value \| $ / shares	$ 0.00001
Subsequent Event \| PowerCo \| PubCo Series A Common stock
SUBSEQUENT EVENTS
Conversion ratio	3.67
Issuable shares \| shares	100,000
Subsequent Event \| Convertible promissory note
SUBSEQUENT EVENTS
Proceeds from convertible promissory notes		$ 1,040,000
Subsequent Event \| Convertible promissory note \| January 2026 Notes
SUBSEQUENT EVENTS
Proceeds from convertible promissory notes					$ 4,300,000
Subsequent Event \| Cartesian Growth Corporation III
SUBSEQUENT EVENTS
Conversion ratio	1
Factorial equity value	$ 1,100,000,000
Subsequent Event \| Cartesian Growth Corporation III \| PubCo Series A Common stock
SUBSEQUENT EVENTS
Par value \| $ / shares	$ 0.00001

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of components of lease expenses

The components of lease expenses recorded within the condensed consolidated statements of operations for the three months ended March 31, 2026, and 2025 are as follows (in thousands):



		Three Months Ended March 31,
		2026			2025
Finance lease costs:
Amortization of right-of-use assets		$	—		$	207
Interest on financing lease liabilities			—			185
Total finance lease costs			—			392
Operating lease costs:
Operating lease expenses			480			497
Variable lease expenses			217			199
Short-term lease expenses			—			18
Total operating lease costs			697			714
Total lease expenses		$	697		$	1,106

The components of lease expenses recorded within the consolidated statements of operations for the years ended December 31, 2025, and 2024 are as follows (in thousands):



		Year Ended December 31,
		2025			2024
Finance lease costs:
Amortization of right-of-use assets		$	666		$	829
Interest on financing lease liabilities			583			772
Total finance lease costs			1,249			1,601
Operating lease costs:
Operating lease expenses			1,936			2,089
Variable lease expenses			799			947
Short-term lease expenses			18			66
Total operating lease costs			2,753			3,102
Total lease expenses		$	4,002		$	4,703

Schedule of other information related to agreements treated as finance and operating leases



		Three Months Ended March 31,
		2026			2025
Operating cash flows from operating leases		$	(489)		$	(493)
Financing cash flows from finance lease		$	—		$	(353)



		As of
		March 31, 2026		December 31, 2025
Weighted-average remaining lease term – operating leases (years)		5.5		5.9
Weighted-average discount rate – operating leases		8.04	%	8.05	%
Remaining lease term – finance lease (years)		—		—
Discount rate – finance lease		N/A		N/A



		Year Ended December 31,
		2025			2024
Operating cash flows from operating leases		$	(1,954)		$	(2,053)
Financing cash flows from finance lease		$	(1,148)		$	(1,391)
Weighted-average remaining lease term - operating leases (years)			5.9			6.8
Weighted-average discount rate - operating leases			8.05	%		8.08	%
Remaining lease term - finance lease (years)			—			8.8
Discount rate - finance lease			N/A			7.85	%

Schedule of maturities of lease liabilities

Maturities of lease liabilities as of December 31, 2025, were as follows (in thousands):



		Operating lease
Year Ended December 31,		obligations
2026		$	1,994
2027			2,053
2028			1,546
2029			1,308
2030			1,348
Thereafter			2,577
Total lease payments			10,826
Imputed interest			(2,289)
Net lease liabilities, short-term and long-term		$	8,537
Reported as of December 31, 2025:
Lease liabilities, current portion			1,357
Lease liabilities, net of current portion			7,180
Net lease liabilities, short-term and long-term		$	8,537

FAIR VALUE MEASUREMENTS - Market assumptions for valuation of the public warrants (Details)	Mar. 31, 2026 USD ($) $ / shares	Dec. 31, 2025 USD ($) $ / shares	May 05, 2025 Y $ / shares	Dec. 31, 2024 USD ($)
FAIR VALUE MEASUREMENTS
Fair value of warrants \| $	$ 3,484,000	$ 3,378,000		$ 1,148,000
Cartesian Growth Corporation III \| Public and Private Placement Warrants
FAIR VALUE MEASUREMENTS
Warrants and Rights Outstanding, Valuation Technique [Extensible Enumeration]			us-gaap:MonteCarloModelMember
Cartesian Growth Corporation III \| Public and Private Placement Warrants \| Volatility
FAIR VALUE MEASUREMENTS
Warrant, measurement input			0.057
Cartesian Growth Corporation III \| Public and Private Placement Warrants \| Risk free rate
FAIR VALUE MEASUREMENTS
Warrant, measurement input			0.0379
Cartesian Growth Corporation III \| Public and Private Placement Warrants \| Market implied likelihood of completing a Business Combination
FAIR VALUE MEASUREMENTS
Warrant, measurement input			0.172
Cartesian Growth Corporation III \| Public and Private Placement Warrants \| Share price
FAIR VALUE MEASUREMENTS
Warrant, measurement input \| $ / shares			9.886
Cartesian Growth Corporation III \| Public and Private Placement Warrants \| Weighted terms (Yrs)
FAIR VALUE MEASUREMENTS
Warrant, measurement input \| Y			2.86
Cartesian Growth Corporation III \| Public Warrants
FAIR VALUE MEASUREMENTS
Fair value of warrants \| $	$ 3,132,600	$ 3,132,600
Par value per warrant \| $ / shares	$ 0.227	$ 0.227
Cartesian Growth Corporation III \| Private Warrants
FAIR VALUE MEASUREMENTS
Fair value of warrants \| $	$ 1,567,638
Par value per warrant \| $ / shares	$ 0.231

RELATED PARTY TRANSACTIONS	3 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2026	Dec. 31, 2025
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 14 - Related Party Transactions Collaboration Arrangements The Company has established JDAs with various partners with some of the partners also making investments in the Company through the purchase of preferred shares. In connection with the Series D Agreements, the Company entered into both Warrant and JDA agreements with Mercedes-Benz and Stellantis. Uwe Keller, a member of the Company’s Board of Directors, represents Mercedes-Benz who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. For the three months ended March 31, 2026, the Company recognized no expense reimbursements for the services provided under the JDA with Mercedes-Benz. For the three months ended March 31, 2025, the Company recognized $24 in expense reimbursements for the services provided under the JDA with Mercedes-Benz, which are recorded net within research and development expenses on the condensed consolidated statement of operations. There were no amounts due from Mercedes-Benz as of March 31, 2026, and December 31, 2025. Michael Bly, a member of the Company’s Board of Directors, represents Stellantis who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. For the three months ended March 31, 2026, and 2025, the Company recognized no expense reimbursements for the services provided under the JDA with Stellantis. There were no amounts due from Stellantis as of March 31, 2026. Amounts due from Stellantis totaled $1,000 which are included in receivables under collaboration agreements on the condensed consolidated balance sheets as of December 31, 2025. In August 2025, the Company modified its existing JDA with Stellantis. The modified JDA required the Company to make a $2,000 payment to Stellantis for services related to the production and testing of a demo fleet. The Company and Stellantis jointly developed a production timeline as outlined in the agreement, which includes deliverables of Stellantis to the Company through June 2027 such as, module and pack safety reports, battery management system results, installation and retrofitting of test cells, and validation results of the demo fleet. In December 2025, the Company prepaid $2,000 to Stellantis for these services. As of March 31, 2026, and December 31, 2025, $40 and $160 are included in other non-current assets, respectively on the condensed consolidated balance sheets. As of March 31, 2026, and December 31, 2025, $910 and $950 are included in prepaid expenses and other current assets, respectively on the condensed consolidated balance sheets. During the three months ended March 31, 2026, $160 of expense was recognized as part of the agreement and is included in research and development expenses on the condensed consolidated statements of operations. Consulting Arrangements In March of 2020, the Company entered into a consulting services agreement with Joseph Taylor who also serves as Executive Chairman of the Company’s Board of Directors. For the three months ended March 31, 2026 and 2025, the Company incurred $88 and $44, respectively in expenses for consulting services provided by Joseph Taylor recorded within selling, general and administrative expenses on the condensed consolidated statements of operations. Amounts due to Joseph Taylor totaled $30 and $190 as of March 31, 2026, and December 31, 2025, respectively and are included in accounts payable.	NOTE 15 - RELATED PARTY TRANSACTIONS Collaboration Arrangements The Company has established JDAs with various partners with some of the partners also making investments in the Company through the purchase of preferred shares. In connection with the Series D Agreements, the Company entered into both Warrant and JDA agreements with Mercedes-Benz and Stellantis. See Note 3 and Note 2, respectively, for further details regarding those agreements. Uwe Keller, a member of the Company’s Board of Directors, represents Mercedes-Benz who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. As mentioned in Note 2, the Company entered into a JDA with Mercedes-Benz during the year-ended December 31, 2021. For the years ended December 31, 2025, and 2024, the Company received $110 and $2,613, respectively, in expense reimbursements for the services provided under the JDA with Mercedes-Benz which are recorded net within research and development expenses on the consolidated statements of operations. There were no amounts due from Mercedes-Benz as of December 31, 2025. Amounts due from Mercedes-Benz totaled $4, which are included in receivables under collaboration agreements on the consolidated balance sheets as of December 31, 2024. Michael Bly, a member of the Company’s Board of Directors, represents Stellantis who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. As mentioned in Note 2, the Company entered into a JDA with Stellantis during the year-ended December 31, 2021. For the years ended December 31, 2025, and 2024, the Company received $1,185 and $776, respectively in expense reimbursements for the services provided under the JDA with Stellantis which are recorded net within research and development expenses on the consolidated statements of operations. Amounts due from Stellantis totaled $1,000 and $577, which are included in receivables under collaboration agreements on the consolidated balance sheets as of December 31, 2025, and 2024, respectively. In August 2025, the Company modified its existing JDA with Stellantis. The modified JDA required the Company to make a $2,000 payment to Stellantis for services related to the production and testing of a demo fleet. The Company and Stellantis jointly developed a production timeline as outlined in the agreement, which includes deliverables of Stellantis to the Company through June 2027 such as, module and pack safety reports, battery management system results, installation and retrofitting of test cells, and validation results of the demo fleet. During the year ended December 31, 2025, the Company prepaid $2,000 to Stellantis for these services. As of December 31, 2025, $160 is included in other non-current assets and $950 is included in prepaid expenses and other current assets on the consolidated balance sheets. During the year ended December 31, 2025, $890 of expense was recognized as part of the agreement and is included in research and development expenses on the consolidated statements of operations. Secondary Share Sale In 2023, Hermitage Investment Fund 1 LP (“Hermitage”), an existing investor in Factorial, negotiated a sale purchase agreement with certain stockholders in the Company for the Series D price of $34.0131 per share, where the transfer of the shares occurred during the year ended December 31, 2024 (“Secondary Transactions”). Two of the stockholders that were a party of the transaction were certain trusts, of which Alex Yu, CTO, and Siyu Huang, CEO, are trustees, respectively. Specifically, Alex Yu sold 32,693 shares of Factorial Common Stock and Siyu Huang sold 39,930 shares of Factorial Common Stock, respectively. The fair value of the Factorial Common Stock at the time of the Secondary Transactions was $4.80 per share and the shares were sold for price of $34.0131 per share, leading to excess of fair value of $29.2131 per share. Additionally, the Company determined the excess paid over fair value was not for a purpose clearly other than compensation and therefore, recorded stock-based compensation for the year ended December 31, 2024 of $2,122 for the CEO and CTO related to the incremental fair value received by the employees. Consulting Arrangements In March of 2020, the Company entered into a consulting services agreement with Joseph Taylor who also serves as Executive Chairman of the Company’s Board of Directors. For the years ended December 31, 2025 and 2024, the Company incurred $350 in expenses for consulting services provided by Joeseph Taylor recorded within selling, general and administrative expenses on the consolidated statements of operations. Amounts due to Joseph Taylor totaled $190 as of December 31, 2025, and are included in accounts payable. There were no amounts due to Joseph Taylor as of December 31, 2024. Stock Option Issuance Praveen Sahay, a member of the Company’s Board of Directors, represents WAVE Equity Partners who is an investor in the Company’s Preferred Stock. During the year ended December 31, 2025, the Company granted 50,000 stock options to Praveen Sahay for his services performed as a board member. Liad Meidar, a member of the Company’s Board of Directors, represents Gatemore Capital Management who is an investor in the Company’s Preferred Stock. During the year ended December 31, 2025, the Company granted 50,000 stock options to Liad Meidar for his services performed as a board member. Convertible Promissory Notes The August 2025 Notes, as further described in Note 6, were issued to related parties with a principal balances as follows, Stellantis $2,000, Mercedes-Benz $2,000, and Gatemore Capital Management controlled entities $6,000.
Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 12, 2024, the Sponsor and DirectorCo made a capital contribution of an aggregate of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued an aggregate of 5,750,000 founder shares to the Sponsor and DirectorCo. On May 1, 2025, pursuant to a share recapitalization, the Company issued an additional 1,150,000 founder shares to the Sponsor (with DirectorCo waiving its entitlement to be issued additional founder shares in connection therewith and directing the Company to issue its allotment to the Sponsor), resulting in the Company’s initial shareholders holding an aggregate of 6,900,000 founder shares. On May 2, 2025, the underwriters exercised their over-allotment option in full, which was settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 900,000 founder shares are no longer subject to forfeiture by the Sponsor. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the founder shares will be released from the Lock-up. Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $250,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of May 31, 2025 or the closing of the Initial Public Offering. As of May 5, 2025, the Company had borrowed $250,000 under the Sponsor Promissory Note and was simultaneously paid with the closing of the Initial Public Offering. Borrowings under the Sponsor Promissory Note are no longer available. Administrative Services Agreement Commencing on May 1, 2025, the effective date of the registration statements for the Initial Public Offering, the Company entered into an agreement with the Sponsor to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. For the three months ended March 31, 2026 and 2025, the Company incurred $30,000 and $0, respectively, in fees for these services. As of March 31, 2026 and December 31, 2025, the Company had accrued $60,000 and $30,000 on the condensed balance sheets, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 12, 2024, the Sponsor and DirectorCo made a capital contribution of an aggregate of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued an aggregate of 5,750,000 founder shares to the Sponsor and DirectorCo. On May 1, 2025, pursuant to a share recapitalization, the Company issued an additional 1,150,000 founder shares to the Sponsor (with DirectorCo waiving its entitlement to be issued additional founder shares in connection therewith and directing the Company to issue its allotment to the Sponsor), resulting in the Company’s initial shareholders holding an aggregate of 6,900,000 founder shares. On May 2, 2025, the underwriters exercised their over-allotment option in full, which was settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 900,000 founder shares are no longer subject to forfeiture by the Sponsor. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the founder shares will be released from the Lock-up. Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $250,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of May 31, 2025 or the closing of the Initial Public Offering. As of May 5, 2025, the Company had borrowed $250,000 under the Sponsor Promissory Note and was simultaneously paid with the closing of the Initial Public Offering. Borrowings under the Sponsor Promissory Note are no longer available. Administrative Services Agreement Commencing on May 1, 2025, the effective date of the registration statements for the Initial Public Offering, the Company entered into an agreement with the Sponsor to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. For the year ended December 31, 2025, the Company incurred $80,000, in fees for these services, of which $50,000 was paid. As of December 31, 2025 and 2024, the Company had accrued $30,000 and $0 on the balance sheet, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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COMMITMENTS AND CONTINGENCIES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 8 - Commitments and Contingencies

Leases

The Company’s leases include various operating leases for offices, laboratory space, and storage space, expiring at various dates through November 2032. Many leases include one or more options to renew. The Company does not assume renewals in the determination of the lease term unless the renewals are deemed to be reasonably certain. The Company’s finance lease for the facility in Methuen, Massachusetts was terminated in October 2025. Fixed rent generally escalates each year, and the Company is responsible for a portion of the landlords’ operating expenses such as property tax, insurance, and common area maintenance.

The components of lease expenses recorded within the condensed consolidated statements of operations for the three months ended March 31, 2026, and 2025 are as follows (in thousands):



		Three Months Ended March 31,
		2026			2025
Finance lease costs:
Amortization of right-of-use assets		$	—		$	207
Interest on financing lease liabilities			—			185
Total finance lease costs			—			392
Operating lease costs:
Operating lease expenses			480			497
Variable lease expenses			217			199
Short-term lease expenses			—			18
Total operating lease costs			697			714
Total lease expenses		$	697		$	1,106

Other information related to agreements treated as finance and operating leases was as follows:



		Three Months Ended March 31,
		2026			2025
Operating cash flows from operating leases		$	(489)		$	(493)
Financing cash flows from finance lease		$	—		$	(353)



		As of
		March 31, 2026		December 31, 2025
Weighted-average remaining lease term – operating leases (years)		5.5		5.9
Weighted-average discount rate – operating leases		8.04	%	8.05	%
Remaining lease term – finance lease (years)		—		—
Discount rate – finance lease		N/A		N/A

The remaining lease obligations are substantially unchanged from year end.

Legal Proceedings

From time to time, the Company may be subject to legal claims or be party to legal proceedings arising in the normal course of business. While the outcome of such claims or proceedings cannot be predicted with certainty, the Company’s management expects that any such liabilities, to the extent not provided for by insurance or otherwise, would not have a material effect on the Company’s financial condition, results of operations or cash flows.

The Company is party to an arbitration, initiated on March 14, 2025, before the International Centre for Dispute Resolution. A hearing was conducted in June 2026, and post-hearing submission are due in July 2026. The hearing is regarding a contractual dispute in which a vendor is seeking $4,900 in damages, interest, and other relief. The Company does not believe that such payment is owed, is defending against such claims, and it has asserted counterclaims. The Company believes that a loss is neither probable nor remote and is unable to reasonably estimate the amount or range of possible loss due to the stage of the proceedings and the uncertainty regarding the resolution of the competing claims.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Leases

As of December 31, 2025, the Company only has operating leases. In evaluating its lease obligations, the Company considers the current lease term and anticipates changes pertaining to those leases. Where the Company is provided with an option to extend the lease, the periods covered by an option to extend the lease that we are reasonably certain to exercise are contemplated in our calculations. Related to these leases, the landlords generally stipulate in the lease agreements the fixed or escalating monthly rent expense, real estate taxes, operating costs, management fees and other tenant expenses.

The Company leases its corporate office facilities, which include offices, laboratory space and storage space, under a non-cancelable operating lease at 19 Presidential Way in Woburn, Massachusetts. Effective September 16, 2022, the Company amended the lease (the Third Amendment to the Lease) to extend the term of the lease to April 30, 2028.

On February 25, 2022, the Company entered into a three-year lease of a facility in Tallahassee, Florida (“Base Term”), for the Company’s research and development activities. The Company had a one-time option to extend the Base Term for an additional three-year term but opted not to exercise that option. The lease expired at the end of its term in February 2025.

On June 6, 2022, the Company entered into a ten-and-a-half-year lease in Methuen, Massachusetts (“Initial Term”), for production of the Company’s products. The Company had options to extend the Initial Term for two consecutive five-year terms.

In July 2025, the Company significantly reduced its use of its leased facility in Methuen, Massachusetts with the intention to either sublease the space to recover a portion of the total lease costs or terminate the lease and sell the remaining equipment. The Company exited the lease in October 2025 once a new tenant had been identified. The total loss recognized by the Company during the year ended December 31, 2025, to terminate and exit the lease was $17,063, which is comprised of the impairment of certain property and equipment associated with the lease, the write off of the remaining assets abandoned when the lease was terminated, and the payment of the lease termination fee of $2,000. The total loss recognized was reduced by proceeds of $2,400 the Company received upon exiting the lease that were earned from the sale of certain machinery and equipment and leasehold improvements to the new tenant under the lease and the gain associated with the reversal of the lease liability upon termination of the lease.

On June 28, 2022, the Company entered into a two-year lease at a separate location in Woburn, Massachusetts, commencing on August 1, 2022 (“First Term”), for additional office space. The Company had a one-time option to extend the First Term for an additional three-year term but opted not to exercise that option. The lease expired at the of its term in July 2024.

On November 11, 2022, the Company entered into a ten-year sublease in Billerica, Massachusetts (“Term”), for offices and laboratories for research and development of the Company’s products. The Company has no options to extend the Term of this sublease but does have an option to renew or extend a lease of the space directly with the property landlord, for one period of five years.

The components of lease expenses recorded within the consolidated statements of operations for the years ended December 31, 2025, and 2024 are as follows (in thousands):



		Year Ended December 31,
		2025			2024
Finance lease costs:
Amortization of right-of-use assets		$	666		$	829
Interest on financing lease liabilities			583			772
Total finance lease costs			1,249			1,601
Operating lease costs:
Operating lease expenses			1,936			2,089
Variable lease expenses			799			947
Short-term lease expenses			18			66
Total operating lease costs			2,753			3,102
Total lease expenses		$	4,002		$	4,703

Other information related to agreements treated as finance and operating leases was as follows:



		Year Ended December 31,
		2025			2024
Operating cash flows from operating leases		$	(1,954)		$	(2,053)
Financing cash flows from finance lease		$	(1,148)		$	(1,391)
Weighted-average remaining lease term - operating leases (years)			5.9			6.8
Weighted-average discount rate - operating leases			8.05	%		8.08	%
Remaining lease term - finance lease (years)			—			8.8
Discount rate - finance lease			N/A			7.85	%

Right-of-use assets obtained in exchange for operating obligations are presented at their present value as of the dates the related leases commenced. Weighted averages presented above are calculated using the remaining prevent values of the related operating leases as of December 31, 2025.

Maturities of lease liabilities as of December 31, 2025, were as follows (in thousands):



		Operating lease
Year Ended December 31,		obligations
2026		$	1,994
2027			2,053
2028			1,546
2029			1,308
2030			1,348
Thereafter			2,577
Total lease payments			10,826
Imputed interest			(2,289)
Net lease liabilities, short-term and long-term		$	8,537
Reported as of December 31, 2025:
Lease liabilities, current portion			1,357
Lease liabilities, net of current portion			7,180
Net lease liabilities, short-term and long-term		$	8,537

Legal Proceedings

The Company is party to an arbitration, initiated on March 14, 2025, before the International Centre for Dispute Resolution and with a hearing scheduled for June 2026, regarding a contractual dispute in which a vendor is seeking $4,900 in damages, interest, and other relief. The Company does not believe that such payment is owed, is defending against such claims, and it has asserted counterclaims. The Company believes that a loss is neither probable nor remote and is unable to reasonably estimate the amount or range of possible loss due to the stage of the proceedings and the uncertainty regarding the resolution of the competing claims.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing global conflicts in the Middle East, Europe, and Latin America. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

On July 4, 2025, the U.S. government enacted tax reform, commonly referred to as the One Big Beautiful Bill Act (“OBBB”). OBBB amends U.S. tax law, including provisions related to bonus depreciation, interest expense limitation, research and development, global intangible low-taxed income, foreign derived intangible income and base erosion and anti-abuse tax. The Company evaluated the provisions of the OBBB and determined that adoption of the new law did not have a material impact on its unaudited condensed financial statements or related disclosures.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration Rights

The holders of the founder shares (and the Class A ordinary shares issuable upon conversion of the founder shares), Private Placement Warrants (and the Class A ordinary shares underlying such Private Placement Warrants), and private placement equivalent-warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on May 1, 2025, the effective date of the registration statements for the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding anything to the contrary, Cantor may only make a demand on one occasion and only during the five-year period beginning from the commencement of sales in the Initial Public Offering. In addition, Cantor may participate in a “piggy-back” registration only during the seven-year period beginning from the commencement of sales in the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from May 1, 2025, the effective date of the registration statements for the Initial Public Offering, to purchase up to an additional 3,600,000 Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. On May 2, 2025, the underwriters fully exercised their over-allotment option, closing on the 3,600,000 additional Units simultaneously with the Initial Public Offering.

The underwriters were entitled to a cash underwriting discount of $4,800,000, which was paid in cash to the underwriters at the closing of the Initial Public Offering.

Additionally, the underwriters are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering held in the Trust Account, other than the gross proceeds from Units sold pursuant to the underwriters’ over-allotment option, and 6.50% of the gross proceeds from Units sold pursuant to the underwriters’ over-allotment option, or $13,140,000 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

On December 17, 2025, the Company entered into a Fee Modification Agreement with Cantor in connection with its contemplated business combination with Factorial Inc., pursuant to which Cantor agreed to modify the previously agreed $13,140,000 deferred underwriting commission. If the business combination with Factorial Inc. is consummated, the Company (or the target or successor) will pay Cantor a non-refundable modified deferred fee payable at closing equal to $3.75 million plus amounts based on the value of public shares not redeemed in the transaction, subject to an aggregate cap of $13.0 million.

Business Combination Agreement

On December 17, 2025, the Company, Fenway MS, Inc., a Delaware corporation (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were unanimously approved by the boards of directors and special committees comprised of independent and disinterested members of the boards of directors of each of the Company and Factorial. The Business Combination is expected to close in mid-2026, following the receipt of the requisite approvals of the Company’s shareholders and Factorial stockholders and the fulfillment of other customary closing conditions.

Amendment to Business Combination Agreement

On March 26, 2026, the Company, Merger Sub and Factorial entered into an Amendment to the Business Combination Agreement (the “BCA Amendment”). The BCA Amendment, among other things, (A) amends the sixth paragraph of the Preamble and inserts a new clause (a) into Section 2.1 of the Business Combination Agreement to provide that the redemption of the Company’s shares in connection with the Closing of the Business Combination (the “Shareholder Redemption”) shall occur at least one day prior to the Domestication, thereby clarifying the timing and sequencing of the Shareholder Redemption relative to the Domestication; (B) amends certain definitions, including the definition of “Ancillary Documents” to remove references to the “CGC Private Warrant Exchange Agreement”, the definition of “Company Convertible Notes” to mean any convertible note or other equity-linked debt instrument convertible into Equity Securities of the Company or any of its subsidiaries outstanding as of the Merger Effective Time; (C) amends clause (b)(iii) of Section 5.8 of the Business Combination Agreement to bifurcate the previously singular “Nasdaq Proposal” into two distinct proposals to be submitted to the Company’s shareholders for approval: (i) the adoption and approval of the issuance of shares in connection with the transactions contemplated by the Business Combination Agreement and (ii) the adoption and approval of the issuance of shares in connection with the PIPE Financing (as defined below), and consequently update the definition of “Nasdaq Proposal” to read “Nasdaq Proposals;” and (D) amend and restate Sections 5.21 and 5.22 of the Business Combination Agreement to remove the provisions related to an exchange of the Company’s Public Warrants and Private Placement Warrants (the “Warrant Exchange”).

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Company, Sponsor and Factorial entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor, as a holder of the Company’s Class B ordinary shares (the “Sponsor Shares”), has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Business Combination, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Business Combination Agreement or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination, (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the closing of the Business Combination, (v) be subject to certain transfer restrictions provided in the bylaws to of New Factorial become effective at the closing of the Business Combination, and (vi) waive redemption rights with respect to the Sponsor Shares, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

On March 26, 2026, Sponsor and Factorial entered into an Amendment to the Sponsor Support Agreement (the “SSA Amendment”). The SSA Amendment (a) deletes the provision in Section 1 of the Sponsor Support Agreement that required the Sponsor, until the closing of the Business Combination or the earlier termination of the Business Combination Agreement, to cause all of its Private Placement Warrants to be present for quorum purposes at any meeting or written consent of the Company warrant holders and to vote or consent such warrants in favor of the warrant agreement amendment contemplated by the Warrant Exchange; and (b) amends and restates Section 2 of the Sponsor Support Agreement in its entirety to read “[Reserved.],” thereby removing the provisions relating to the Warrant Exchange.

PIPE Financing

Concurrently with the execution of the Business Combination Agreement, the Company entered into a Stock Purchase Agreement (the “Sponsor Stock Purchase Agreement”) with an affiliate of the Sponsor (the “Sponsor Investor”) and a Stock Purchase Agreement (the “Institutional Investor Stock Purchase Agreement,” and together with the Sponsor Stock Purchase Agreement, “Investor Stock Purchase Agreements”) with a certain institutional investor (the “Institutional Investor,” and together with the Sponsor Investor, the “PIPE Investors”).

Pursuant to the Investor Stock Purchase Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, at the closing of the Business Combination, an aggregate of 9,927,184 shares of New Factorial Series A Common Stock, at an average subscription price of $10.08 per share (assuming a Redemption Price (as defined in the Company’s certificate of incorporation) of $10.30 per share) for aggregate gross proceeds of $100,000,000 (the “PIPE Financing”). The Institutional Investor subscribed for 7,500,000 shares of New Factorial Series A Common Stock at a subscription price of $10.00 per share, and the Sponsor Investor subscribed for 2,427,184 shares of New Factorial Series A Common Stock (assuming a Redemption Price of $10.30 per share) at a subscription price equal to the Redemption Price. Pursuant to the Investor Stock Purchase Agreements, the Sponsor will transfer at the closing of the Business Combination (which transfer may be indirectly through forfeiture and reissuance) an aggregate of 750,000 shares of New Factorial Series A Common Stock to the Institutional Investor and 250,000 shares of New Factorial Series A Common Stock to the Sponsor Investor. The average subscription prices are $9.09 per share and $9.34 per share for the Institutional Investor and the Sponsor Investor, respectively, assuming a Redemption Price of $10.30 per share and taking into account the foregoing transfers from the Sponsor.

Registration Rights Agreement

In connection with the closing of the Business Combination, New Factorial (the resulting post-Closing entity, “New Factorial”), Sponsor, Cantor and certain stockholders of Factorial will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, among other things, New Factorial will agree that, within 30 calendar days following the closing of the Business Combination, New Factorial will file with the SEC (at New Factorial’s sole cost and expense) a registration statement registering the resale of certain shares of New Factorial Series A Common Stock held by or issuable to the parties thereto (the “Resale Registration Statement”), and New Factorial will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Registration Rights

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of $4,800,000, which was paid in cash to the underwriters at the closing of the Initial Public Offering.

Business Combination Agreement

On December 17, 2025, the Company, Fenway MS, Inc., a Delaware corporation (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were unanimously approved by the boards of directors and special committees comprised of independent and disinterested members of the boards of directors of each of CGC and Factorial. The Business Combination is expected to close in mid-2026, following the receipt of the requisite approvals of CGC shareholders and Factorial stockholders and the fulfillment of other customary closing conditions.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Company, Sponsor and Factorial entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor, as a holder of the Company’s Class B ordinary shares (the “Sponsor Shares”), has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Business Combination, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Business Combination Agreement or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination, (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the closing of the Business Combination, (v) be subject to certain transfer restrictions provided in the New Factorial Bylaws, and (vi) waive redemption rights with respect to the Sponsor Shares, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

PIPE Financing

Registration Rights Agreement

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Mar. 31, 2026 USD ($) Options	Dec. 31, 2025 USD ($)
COMMITMENTS AND CONTINGENCIES
Number of renewal lease \| Options	1
Damages sought value \| $	$ 4,900	$ 4,900

BALANCE SHEETS - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024	Oct. 28, 2024	Dec. 31, 2023
Current assets
Total current assets	$ 33,995,000	$ 32,891,000		$ 49,638,000
Total Assets	62,391,000	62,784,000		116,033,000
Current Liabilities
Accrued expenses	4,128,000	2,981,000		2,023,000
Total current liabilities	6,185,000	5,079,000		4,419,000
Total Liabilities	41,382,000	34,526,000		22,877,000
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	249,652,000	249,652,000	$ 249,652,000	249,652,000		$ 249,652,000
Shareholders' Deficit
Ordinary share, value	0	0
Additional paid-in capital	36,285,000	34,661,000		25,193,000
Accumulated deficit	(264,151,000)	(255,576,000)		(181,731,000)
Accumulated other comprehensive (loss) income	(743,000)	(445,000)		76,000
Treasury stock, at cost; 108,466 shares as of December 31, 2025, and 2024	(34,000)	(34,000)		(34,000)
Total Shareholders' Deficit	(228,643,000)	(221,394,000)	(165,499,000)	(156,496,000)		$ (111,253,000)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit	62,391,000	62,784,000		116,033,000
Cartesian Growth Corporation III
Current assets
Cash	396,210	624,163		0
Prepaid insurance - current	112,307	112,307
Prepaid expenses	833	3,669		3,202
Total current assets	509,350	740,139		3,202
Deferred offering costs				263,676
Prepaid insurance - long term	9,359	37,435
Investments held in Trust Account	285,868,994	283,377,276		0
Total Assets	286,387,703	284,154,850		266,878
Current Liabilities
Accrued offering costs	75,000	75,000		242,872
Accrued expenses	1,312,305	759,869
Total current liabilities	1,387,305	834,869		284,498
Deferred underwriting fee	13,140,000	13,140,000
Total Liabilities	14,527,305	13,974,869		284,498
Commitments and Contingencies (Note 6)
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital				24,310
Accumulated deficit	(14,009,286)	(13,197,985)		(42,620)
Total Shareholders' Deficit	(14,008,596)	(13,197,295)	$ (38,069)	(17,620)	$ 0
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit	286,387,703	284,154,850		266,878
Class A ordinary shares \| Cartesian Growth Corporation III
Shareholders' Deficit
Ordinary share, value	0	0		0
Class A ordinary shares subject to redemption \| Cartesian Growth Corporation III
Current Liabilities
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	285,868,994	283,377,276
Class B ordinary shares \| Cartesian Growth Corporation III
Shareholders' Deficit
Ordinary share, value	$ 690	$ 690		$ 690

SHAREHOLDERS' DEFICIT

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 10 - Common Stock

The Company was authorized to issue 32,000,000 shares of its common stock as of March 31, 2026, and December 31, 2025. The voting, dividend, and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preference of the Preferred Stockholders set forth in Note 9 - Redeemable Convertible Preferred Stock.

Each share of common stock entitles the holder to one vote, together with the Preferred Stockholders, on all matters submitted to a vote of the Company’s stockholders. Terms and rights are unchanged from the audited annual consolidated financial statements for the year ended December 31, 2025.

Total common shares issued and outstanding were 5,068,690 as of March 31, 2026.

NOTE 9 - COMMON STOCK

The Company was authorized to issue 32,000,000 shares of its common stock as of December 31, 2025, and 2024. The voting, dividend, and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preference of the Preferred Stockholders set forth in Note 8 - Redeemable Convertible Preferred Stock.

Each share of common stock entitles the holder to one vote, together with the Preferred Stockholders, on all matters submitted to a vote of the Company’s stockholders.

The Company had reserved the following shares of common stock for potential conversion of outstanding Preferred Stock and exercise of stock options and preferred stock warrants:



	As of December 31,
	2025	2024
Redeemable convertible preferred stock	18,349,937	18,349,937
Options to purchase common stock	5,546,772	5,085,269
Preferred stock warrants	295,559	295,559
Preferred stock issued upon conversion of convertible promissory notes	560,024	—
Restricted stock units	1,394,670	1,446,116
Total	26,146,962	25,176,881

(1)

Due to the multiple conversion options provided for within the Company’s convertible promissory notes, the Company applied the if-converted method to the calculation of the anti-dilutive shares underlying such notes to determine the estimated shares that the notes would convert into as of December 31, 2025. This assumption included consideration of the multiple conversion features and applying probability weightings to an assumed price of approximately $38 per share ($19 per share after applying the 50% discount).

(2)	The table above does not reflect an additional 1,329,263 shares available but not yet issued under the 2019 Stock Incentive Plan discussed in Note 11 - Stock Based Compensation.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At March 31, 2026 and December 31, 2025, there were no shares of Class A ordinary shares issued or outstanding, excluding the 27,600,000 shares subject to possible redemption, respectively.

Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. On November 12, 2024, the Company issued an aggregate of 5,750,000 Class B ordinary shares to the Sponsor and DirectorCo for $25,000, or approximately $0.004 per share. On May 1, 2025, pursuant to a share recapitalization, the Company issued an additional 1,150,000 founder shares to the Sponsor (with DirectorCo waiving its entitlement to be issued additional founder shares in connection therewith and directing the Company to issue its allotment to the Sponsor), resulting in the Company’s initial shareholders holding an aggregate of 6,900,000 founder shares. On May 2, 2025, the underwriters exercised their over-allotment option in full, which was settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 900,000 founder shares are no longer subject to forfeiture by the Sponsor.

aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares; by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Articles or as required by the Companies Act (Revised) of the Cayman Islands, as the same may be amended from time to time, or stock exchange rules, an ordinary resolution under Cayman Islands law and the Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, and pursuant to the Articles, such actions include amending the Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At December 31, 2025 and 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At December 31, 2025 and 2024, there were no shares of Class A ordinary shares issued or outstanding, excluding the 27,600,000 and 0 shares subject to possible redemption, respectively.

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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SHAREHOLDERS' DEFICIT (Details)			2 Months Ended	3 Months Ended	12 Months Ended
SHAREHOLDERS' DEFICIT (Details)	May 01, 2025 shares	Nov. 12, 2024 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2026 Vote $ / shares shares	Dec. 31, 2025 Vote $ / shares shares	Jun. 05, 2026 $ / shares	Dec. 07, 2025 $ / shares	May 02, 2025 shares	Mar. 31, 2025 shares	Dec. 31, 2023 shares
SHAREHOLDERS' DEFICIT
Ordinary shares, authorized (in shares)			32,000,000	32,000,000	32,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001		$ 0.00001
Ordinary shares, shares issued (in shares)			5,016,051	5,068,690	5,039,438
Ordinary shares, outstanding (in shares)			5,016,051	5,068,690	5,039,438
Temporary shares, shares outstanding (in shares)			18,349,937	18,349,937	18,349,937				18,349,937	18,349,937
Class A ordinary shares \| Subsequent event
SHAREHOLDERS' DEFICIT
Ordinary shares, par value (in dollars per share) \| $ / shares						$ 0.00001
Class B ordinary shares \| Subsequent event
SHAREHOLDERS' DEFICIT
Ordinary shares, par value (in dollars per share) \| $ / shares						$ 0.00001
Cartesian Growth Corporation III
SHAREHOLDERS' DEFICIT
Preference shares, shares authorized (in shares)			1,000,000	1,000,000	1,000,000
Preference shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Preference shares, shares outstanding (in shares)			0	0	0
Preference shares, shares issued (in shares			0	0	0
Aggregate capital contributions \| $			$ 25,000
Cartesian Growth Corporation III \| Post Business Combination Entity
SHAREHOLDERS' DEFICIT
Common stock conversion ratio				1	1
Issued and outstanding shares of public offering, percentage				20.00%	20.00%
Number of voting right per share (in vote) \| Vote				1	1
Minimum percentage of ordinary shares voted for appointments of Directors				50.00%	50.00%
Minimum percentage of votes required to amends the provisions of Article				90.00%	90.00%
Cartesian Growth Corporation III \| Class A ordinary shares
SHAREHOLDERS' DEFICIT
Ordinary shares, authorized (in shares)			200,000,000	200,000,000	200,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Cartesian Growth Corporation III \| Class A ordinary shares subject to redemption
SHAREHOLDERS' DEFICIT
Temporary shares, shares outstanding (in shares)			0	27,600,000	27,600,000
Cartesian Growth Corporation III \| Class A ordinary shares not subject to redemption
SHAREHOLDERS' DEFICIT
Ordinary shares, shares issued (in shares)			0	0	0
Ordinary shares, outstanding (in shares)			0	0	0
Cartesian Growth Corporation III \| Class B ordinary shares
SHAREHOLDERS' DEFICIT
Ordinary shares, authorized (in shares)			20,000,000	20,000,000	20,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, shares issued (in shares)			6,900,000	6,900,000	6,900,000
Ordinary shares, outstanding (in shares)			6,900,000	6,900,000	6,900,000
Cartesian Growth Corporation III \| Class B ordinary shares \| Sponsor \| Founder Shares
SHAREHOLDERS' DEFICIT
Number of share issued (in shares)	1,150,000	5,750,000
Ordinary shares, outstanding (in shares)	6,900,000
Aggregate capital contributions \| $		$ 25,000
Price per unit \| $ / shares		$ 0.004
Number of shares not subject to forfeiture by sponsor								900,000

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Cartesian Growth Corporation III Ordinary Shares Class B ordinary shares	Cartesian Growth Corporation III Ordinary Shares	Cartesian Growth Corporation III Additional Paid-in Capital Private Placement Warrants	Cartesian Growth Corporation III Additional Paid-in Capital Public Warrants	Cartesian Growth Corporation III Additional Paid-in Capital	Cartesian Growth Corporation III Accumulated Deficit	Cartesian Growth Corporation III Class B ordinary shares	Cartesian Growth Corporation III Private Placement Warrants	Cartesian Growth Corporation III Public Warrants	Cartesian Growth Corporation III	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2023											$ 16,055,000	$ (127,387,000)	$ (111,253,000)
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Net income (loss)												(54,344,000)	(54,344,000)
Ending balance at Dec. 31, 2024	$ 690	$ 690			$ 24,310	$ (42,620)				$ (17,620)	25,193,000	(181,731,000)	$ (156,496,000)
Ending balance (In shares) at Dec. 31, 2024	6,900,000	6,900,000					6,900,000						5,016,051
Beginning balance at Oct. 28, 2024	$ 0				0	0				0
Beginning balance (In shares) at Oct. 28, 2024	0
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Net income (loss)						(42,620)				(42,620)
Ending balance at Dec. 31, 2024	$ 690	$ 690			24,310	(42,620)				(17,620)	25,193,000	(181,731,000)	$ (156,496,000)
Ending balance (In shares) at Dec. 31, 2024	6,900,000	6,900,000					6,900,000						5,016,051
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Net income (loss)						(20,449)				(20,449)		(12,870,000)	$ (12,870,000)
Ending balance at Mar. 31, 2025		$ 690			24,310	(63,069)				(38,069)	29,052,000	(194,601,000)	(165,499,000)
Ending balance (In shares) at Mar. 31, 2025		6,900,000
Beginning balance at Dec. 31, 2024	$ 690	$ 690			24,310	(42,620)				(17,620)	25,193,000	(181,731,000)	$ (156,496,000)
Beginning balance (In shares) at Dec. 31, 2024	6,900,000	6,900,000					6,900,000						5,016,051
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Remeasurement of Class A ordinary shares to redemption amount					(9,722,332)	(19,374,434)				(29,096,766)
Issuance of warrants			$ 6,800,000	$ 3,132,600				$ 6,800,000	$ 3,132,600
Allocated value of transaction costs to Class A shares					$ (234,578)					(234,578)
Net income (loss)						6,219,069				6,219,069		(73,845,000)	$ (73,845,000)
Ending balance at Dec. 31, 2025	$ 690					(13,197,985)				(13,197,295)	34,661,000	(255,576,000)	$ (221,394,000)
Ending balance (In shares) at Dec. 31, 2025	6,900,000						6,900,000						5,039,438
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Remeasurement of Class A ordinary shares to redemption amount						(2,491,718)				(2,491,718)
Net income (loss)						1,680,417				1,680,417		(8,575,000)	$ (8,575,000)
Ending balance at Mar. 31, 2026	$ 690					$ (14,009,286)				$ (14,008,596)	$ 36,285,000	$ (264,151,000)	$ (228,643,000)
Ending balance (In shares) at Mar. 31, 2026	6,900,000						6,900,000						5,068,690

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 8 - Commitments and Contingencies

Leases

The components of lease expenses recorded within the condensed consolidated statements of operations for the three months ended March 31, 2026, and 2025 are as follows (in thousands):



		Three Months Ended March 31,
		2026			2025
Finance lease costs:
Amortization of right-of-use assets		$	—		$	207
Interest on financing lease liabilities			—			185
Total finance lease costs			—			392
Operating lease costs:
Operating lease expenses			480			497
Variable lease expenses			217			199
Short-term lease expenses			—			18
Total operating lease costs			697			714
Total lease expenses		$	697		$	1,106

Other information related to agreements treated as finance and operating leases was as follows:



		Three Months Ended March 31,
		2026			2025
Operating cash flows from operating leases		$	(489)		$	(493)
Financing cash flows from finance lease		$	—		$	(353)



		As of
		March 31, 2026		December 31, 2025
Weighted-average remaining lease term – operating leases (years)		5.5		5.9
Weighted-average discount rate – operating leases		8.04	%	8.05	%
Remaining lease term – finance lease (years)		—		—
Discount rate – finance lease		N/A		N/A

The remaining lease obligations are substantially unchanged from year end.

Legal Proceedings

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Leases

The components of lease expenses recorded within the consolidated statements of operations for the years ended December 31, 2025, and 2024 are as follows (in thousands):



		Year Ended December 31,
		2025			2024
Finance lease costs:
Amortization of right-of-use assets		$	666		$	829
Interest on financing lease liabilities			583			772
Total finance lease costs			1,249			1,601
Operating lease costs:
Operating lease expenses			1,936			2,089
Variable lease expenses			799			947
Short-term lease expenses			18			66
Total operating lease costs			2,753			3,102
Total lease expenses		$	4,002		$	4,703

Other information related to agreements treated as finance and operating leases was as follows:



		Year Ended December 31,
		2025			2024
Operating cash flows from operating leases		$	(1,954)		$	(2,053)
Financing cash flows from finance lease		$	(1,148)		$	(1,391)
Weighted-average remaining lease term - operating leases (years)			5.9			6.8
Weighted-average discount rate - operating leases			8.05	%		8.08	%
Remaining lease term - finance lease (years)			—			8.8
Discount rate - finance lease			N/A			7.85	%

Maturities of lease liabilities as of December 31, 2025, were as follows (in thousands):



		Operating lease
Year Ended December 31,		obligations
2026		$	1,994
2027			2,053
2028			1,546
2029			1,308
2030			1,348
Thereafter			2,577
Total lease payments			10,826
Imputed interest			(2,289)
Net lease liabilities, short-term and long-term		$	8,537
Reported as of December 31, 2025:
Lease liabilities, current portion			1,357
Lease liabilities, net of current portion			7,180
Net lease liabilities, short-term and long-term		$	8,537

Legal Proceedings

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Registration Rights

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of $4,800,000, which was paid in cash to the underwriters at the closing of the Initial Public Offering.

Business Combination Agreement

Amendment to Business Combination Agreement

Sponsor Support Agreement

PIPE Financing

Registration Rights Agreement

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Registration Rights

Underwriting Agreement

The underwriters were entitled to a cash underwriting discount of $4,800,000, which was paid in cash to the underwriters at the closing of the Initial Public Offering.

Business Combination Agreement

On December 17, 2025, the Company, Fenway MS, Inc., a Delaware corporation (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were unanimously approved by the boards of directors and special committees comprised of independent and disinterested members of the boards of directors of each of CGC and Factorial. The Business Combination is expected to close in mid-2026, following the receipt of the requisite approvals of CGC shareholders and Factorial stockholders and the fulfillment of other customary closing conditions.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Company, Sponsor and Factorial entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor, as a holder of the Company’s Class B ordinary shares (the “Sponsor Shares”), has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Business Combination, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Business Combination Agreement or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination, (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the closing of the Business Combination, (v) be subject to certain transfer restrictions provided in the New Factorial Bylaws, and (vi) waive redemption rights with respect to the Sponsor Shares, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

PIPE Financing

Registration Rights Agreement

PRIVATE PLACEMENT	3 Months Ended	12 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2026	Dec. 31, 2025
Cartesian Growth Corporation III
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering on May 5, 2025, the Sponsor and Cantor purchased an aggregate of 6,800,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,800,000. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and Cantor purchased 2,400,000 Private Placement Warrants. Each Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the public warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8). The Sponsor, DirectorCo, and the Company’s officers and directors have entered into letter agreements with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering on May 5, 2025, the Sponsor and Cantor purchased an aggregate of 6,800,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,800,000. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and Cantor purchased 2,400,000 Private Placement Warrants. Each Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the public warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in our initial public offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8). The Sponsor, DirectorCo, and the Company’s officers and directors have entered into letter agreements with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

CONVERTIBLE PROMISSORY NOTES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

CONVERTIBLE PROMISSORY NOTES

NOTE 7 – CONVERTIBLE PROMISSORY NOTES

During January 2026, the Company issued the January 2026 Notes pursuant to which it could receive proceeds up to $5,340. The January 2026 Notes bear interest of 5% per annum and mature on either August 1, 2028 or January 1, 2029. The January 2026 Notes provide the holders with certain conversion features including: a mandatory conversion upon a qualified financing event, an optional conversion upon a non-qualified financing event and an optional conversion upon an acquisition of the Company.

Concurrently with the issuance of the January 2026 Notes, the Company entered into a partnership agreement with a note holder. Pursuant to the partnership agreement, the Company may receive up to $2,240 in total consideration. The deliverables of the partnership agreement coincide with payments to the Company on the convertible note. Deliverables under the partnership agreement are aligned with, and contingent upon, funding milestones under the convertible note, which provide for up to $1,340 in aggregate principal funding to the Company of which $300 in proceeds have been received as of March 31, 2026, with an issuance cost of $37. The note holder had the option to request funding in part or in full. Subsequently, on May 18, 2026, the Company received the remaining proceeds of $1,040. In addition, the partnership agreement includes up to $900 of consideration for the performance of research and development services to the note holder.

The following table shows the components of the Company’s indebtedness (in thousands):



		Three Months Ended
		March 31, 2026
Convertible promissory notes principal balance		$	4,300
Change in fair value			300
Total convertible promissory notes, at fair value		$	4,600

Note 6 - CONVERTIBLE PROMISSORY NOTES

The following table shows the components of the Company’s indebtedness (in thousands):



		Year ended December 31,
		2025			2024
Convertible promissory notes principal balance		$	10,000		$	—
Financing costs related to issuance of convertible promissory notes			4,500			—
Change in fair value			4,389			—
Total convertible promissory notes, at fair value		$	18,889		$	—

On August 1, 2025, the Company entered into a total of $10,000 the August 2025 Notes with existing investors. The August 2025 Notes bear interest of 15% per annum, compounded monthly, and mature on August 1, 2028. The accrued interest is included in the fair value estimate of the August 2025 notes liability. No payments are due until maturity. The Notes principal and interest are convertible into the most senior preferred security at the time of conversion. The Notes provide the holders with certain conversion features including: a mandatory conversion upon a qualified financing event, an optional conversion upon a non-qualified financing event and an optional conversion upon an acquisition of the Company.

The August 2025 notes include an automatic conversion event in connection with a qualified financing event. The principal amount and any unpaid interest on the Note will automatically be converted into shares of the same class and type of securities issued in the qualified financing. The number of shares issued will be calculated by dividing the greater of either i) 110% of the original Note or ii) the total outstanding principal and accrued interest of the Note, by 50% of the cash price per share paid by investors in the qualified financing (excluding conversions of Notes or other convertible instruments). This resulting share total will be rounded down to the nearest whole number of shares, and the conversion price per share will not exceed $34.0131.

A “qualified financing” means the issuance and sale, in a single transaction or series of related transactions, of the Company’s equity securities resulting in aggregate proceeds to the Company of equal to or more than twenty million dollars (including the conversion of the Notes, less any Interest) in exchange for cash. The mandatory conversion feature upon a qualified financing event would automatically convert into stock of the same class and series (the “New Equity”) of the Company’s securities that is issued by the Company in the qualified financing. A “non-qualified financing” means the issuance and sale, in a single transaction or series of related transactions of the Company’s equity securities resulting in aggregate proceeds to the Company of less than twenty million dollars (including the conversion of the Notes, less any Interest) in exchange for cash. An “acquisition event” means a Deemed Liquidation Event as defined in the Company’s Certificate of Incorporation, as amended from time to time.

SEGMENT INFORMATION

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

NOTE 13 – SEGMENT INFORMATION



	Three Months Ended March 31,
	2026		2025
Operating expenses
Reimbursement from JDAs and others	$	3,410	$	34
Payroll expense		(5,860)		(8,133)
Occupancy expense		(859)		(1,497)
Professional service expense		(916)		(606)
Research and development expense		(933)		(537)
Depreciation expense		(882)		(1,984)
Other operating expense		(451)		(399)
Loss from operations	$	(6,491)	$	(13,122)
Total other income (expense), net		(2,084)		252
Net loss	$	(8,575)	$	(12,870)

NOTE 14 - SEGMENT INFORMATION

provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total net loss in the consolidated statements of operations:



		Year Ended December 31,
		2025		2024
Operating expenses
Reimbursement from JDAs and others		$	1,686	$	3,570
Payroll expense			(26,375)		(35,638)
Occupancy expense			(6,292)		(7,124)
Professional service expense			(4,146)		(3,671)
Research and development expense			(3,646)		(2,990)
Depreciation expense			(6,067)		(8,302)
Loss on impairment and lease termination			(17,063)		—
Other operating expense			(1,685)		(2,365)
Loss from operations		$	(63,588)	$	(56,520)
Total other income (expense), net			(10,257)		2,176
Net loss		$	(73,845)	$	(54,344)

Long-lived assets by physical geographical location as of December 31, 2025, and 2024, are as follows:



		As of December 31, 2025
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	10,680
Machinery and equipment			10,609		5,706
Furniture and fixtures			94		325
Computer and software			86		130
Buildings			1,227		—
Building Fixtures			1,206		—
Land			3,382		—
Construction in progress (advances on property and equipment)			—		632
Accumulated depreciation			(4,589)		(8,212)
Net property, plant and equipment		$	12,015	$	9,261
Operating lease right-of-use assets			—		7,576
Total Long-Lived Assets		$	12,015	$	16,837



		As of December 31, 2024
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	32,427
Machinery and equipment			9,934		12,271
Furniture and fixtures			90		325
Computer and software			72		131
Buildings			1,205		—
Building Fixtures			1,143		—
Land			3,320		—
Construction in progress (advances on property and equipment)			—		1,627
Accumulated depreciation			(2,448)		(12,407)
Net property, plant and equipment		$	13,316	$	34,374
Operating lease right-of-use assets			—		8,769
Finance lease right-of-use assets			—		6,767
Total Long-Lived Assets		$	13,316	$	49,910

Capital expenditures by geographical location for the years ended December 31, 2025, and 2024, are as follows:



		Year Ended December 31, 2025
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	118	$	931	$	1,049
Advances on property and equipment			—		45		45
Proceeds from disposal of property and equipment from lease termination			—		(2,400)		(2,400)
Proceeds from disposal of property and equipment			—		(20)		(20)
Total Capital Expenditures, net		$	118	$	(1,444)	$	(1,326)



		Year Ended December 31, 2024
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	68	$	955	$	1,023
Advances on property and equipment			—		960		960
Proceeds from disposal of property and equipment			—		(106)		(106)
Total Capital Expenditures, net		$	68	$	1,809	$	1,877

NOTE 9. SEGMENT INFORMATION



	March 31, 2026		December 31, 2025
Cash	$	396,210	$	624,163
Investments held in Trust Account	$	285,868,994	$	283,377,276



		For the Three Months Ended March 31,
		2026			2025
General and administrative costs		$	811,301		$	20,449
Interest earned on investments held in Trust Account		$	2,491,718		$	—

NOTE 9. SEGMENT INFORMATION



	December 31, 2025		December 31, 2024
Cash	$	624,163	$	—
Investments held in Trust Account	$	283,377,276	$	—



					For the Period
		For the			from October 29, 2024
		Year Ended			(Inception) Through
		December 31, 2025			December 31, 2024
General and administrative costs		$	1,158,207		$	42,620
Interest earned on investments held in Trust Account		$	7,377,276		$	—

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs are the significant segment expenses provided to the CODM on a regular basis.

The entire disclosure for segment reporting.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SEGMENT INFORMATION (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Reconciliation of net loss under segment reporting



	Three Months Ended March 31,
	2026		2025
Operating expenses
Reimbursement from JDAs and others	$	3,410	$	34
Payroll expense		(5,860)		(8,133)
Occupancy expense		(859)		(1,497)
Professional service expense		(916)		(606)
Research and development expense		(933)		(537)
Depreciation expense		(882)		(1,984)
Other operating expense		(451)		(399)
Loss from operations	$	(6,491)	$	(13,122)
Total other income (expense), net		(2,084)		252
Net loss	$	(8,575)	$	(12,870)



		Year Ended December 31,
		2025		2024
Operating expenses
Reimbursement from JDAs and others		$	1,686	$	3,570
Payroll expense			(26,375)		(35,638)
Occupancy expense			(6,292)		(7,124)
Professional service expense			(4,146)		(3,671)
Research and development expense			(3,646)		(2,990)
Depreciation expense			(6,067)		(8,302)
Loss on impairment and lease termination			(17,063)		—
Other operating expense			(1,685)		(2,365)
Loss from operations		$	(63,588)	$	(56,520)
Total other income (expense), net			(10,257)		2,176
Net loss		$	(73,845)	$	(54,344)

Schedule of long-lived assets and capital expenditure by geographical location



		As of December 31, 2025
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	10,680
Machinery and equipment			10,609		5,706
Furniture and fixtures			94		325
Computer and software			86		130
Buildings			1,227		—
Building Fixtures			1,206		—
Land			3,382		—
Construction in progress (advances on property and equipment)			—		632
Accumulated depreciation			(4,589)		(8,212)
Net property, plant and equipment		$	12,015	$	9,261
Operating lease right-of-use assets			—		7,576
Total Long-Lived Assets		$	12,015	$	16,837



		As of December 31, 2024
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	32,427
Machinery and equipment			9,934		12,271
Furniture and fixtures			90		325
Computer and software			72		131
Buildings			1,205		—
Building Fixtures			1,143		—
Land			3,320		—
Construction in progress (advances on property and equipment)			—		1,627
Accumulated depreciation			(2,448)		(12,407)
Net property, plant and equipment		$	13,316	$	34,374
Operating lease right-of-use assets			—		8,769
Finance lease right-of-use assets			—		6,767
Total Long-Lived Assets		$	13,316	$	49,910



		Year Ended December 31, 2025
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	118	$	931	$	1,049
Advances on property and equipment			—		45		45
Proceeds from disposal of property and equipment from lease termination			—		(2,400)		(2,400)
Proceeds from disposal of property and equipment			—		(20)		(20)
Total Capital Expenditures, net		$	118	$	(1,444)	$	(1,326)



		Year Ended December 31, 2024
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	68	$	955	$	1,023
Advances on property and equipment			—		960		960
Proceeds from disposal of property and equipment			—		(106)		(106)
Total Capital Expenditures, net		$	68	$	1,809	$	1,877

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

NET LOSS PER COMMON SHARE (Details) - $ / shares	3 Months Ended	12 Months Ended
NET LOSS PER COMMON SHARE (Details) - $ / shares	Mar. 31, 2026	Dec. 31, 2025
NET LOSS PER COMMON SHARE
Assumed price	$ 38	$ 38
Assumed price after discount	$ 19	$ 19
Discount rate	50.00%	50.00%

STOCK BASED COMPENSATION - Share-Based Compensation Awards Assumptions (Details) - Stock options - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
STOCK BASED COMPENSATION
Common stock grant date fair value per share		$ 3.23		$ 4.8
Minimum
STOCK BASED COMPENSATION
Expected term of options (years)	5 years	5 years	5 years	5 years 1 month 28 days
Risk free interest rate	3.83%	4.02%	3.72%	3.44%
Volatility	60.92%	64.37%	63.34%	62.55%
Common stock grant date fair value per share	$ 25.18		$ 3.23
Grant date fair value per share	$ 13.89	$ 1.87	$ 1.87	$ 2.73
Maximum
STOCK BASED COMPENSATION
Expected term of options (years)	6 years 25 days	6 years 21 days	6 years 21 days	6 years 25 days
Risk free interest rate	3.98%	4.43%	4.43%	4.51%
Volatility	65.79%	65.81%	65.81%	63.77%
Common stock grant date fair value per share	$ 27.78		$ 9.67
Grant date fair value per share	$ 17.42	$ 2.03	$ 7.29	$ 2.99

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

PRIVATE PLACEMENT (Details) - Cartesian Growth Corporation III	May 05, 2025 USD ($) $ / shares shares
PRIVATE PLACEMENT
Percentage of outstanding shares will be redeemed	100.00%
Class A ordinary shares
PRIVATE PLACEMENT
Number of shares issued for each warrant	1
Exercise price of warrants \| $ / shares	$ 11.5
Private placement
PRIVATE PLACEMENT
Threshold days from business combination for transfer of warrants	30 days
Expiry term of warrants	5 years
Private placement \| Related Party
PRIVATE PLACEMENT
Number of warrants issued	6,800,000
Number of shares issued for each warrant	1
Issue price of warrants \| $ / shares	$ 1
Gross proceeds from issuance of private placement \| $	$ 6,800,000
Private placement \| Related Party \| Class A ordinary shares
PRIVATE PLACEMENT
Exercise price of warrants \| $ / shares	$ 11.5
Private placement \| Related Party \| Sponsor
PRIVATE PLACEMENT
Number of warrants issued	4,400,000
Private placement \| Related Party \| Cantor
PRIVATE PLACEMENT
Number of warrants issued	2,400,000

STOCK BASED COMPENSATION - Share-Based Compensation Awards (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2026 item shares	Mar. 31, 2025 shares	Dec. 31, 2025 item shares	Dec. 31, 2024 shares
STOCK BASED COMPENSATION
Strategic consultants receiving performance awards \| item	2		2
Options granted	33,580	594,691	1,375,868
Stock options subject to performance conditions
STOCK BASED COMPENSATION
Options granted	0		0	0

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A ordinary shares subject to possible redemption	$ 249,652,000	$ 249,652,000	$ 249,652,000	$ 249,652,000	$ 249,652,000
Cartesian Growth Corporation III \| Redeemable Class A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds		276,000,000
Class A ordinary shares issuance costs		(18,586,890)
Remeasurement of carrying value to redemption value	2,491,718	29,096,766
Class A ordinary shares subject to possible redemption	$ 285,868,994	283,377,276
Cartesian Growth Corporation III \| Redeemable Class A \| Public Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Proceeds allocated to public warrants		$ (3,132,600)

Value of accretion of temporary equity to its redemption value during the period.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(c)(3))
-Publisher FASB
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 480
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479857/480-10-S50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 480
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480244/480-10-S99-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 480
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480244/480-10-S99-1

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Value of new stock classified as temporary equity issued during the period.

FAIR VALUE MEASURES - Roll forward of Financial Liabilities (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	$ 22,267	$ 1,148	$ 1,148	$ 1,148	$ 1,636
Issuance of convertible promissory notes	4,300		10,000	10,000
Loss on issuance		0	4,500
Change in fair value	1,813		6,619	6,619	(488)
Ending balance	28,380	1,148	22,267	22,267	1,148
Warrant liability Series B-1
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	608	114	114	114	165
Loss on issuance		0
Change in fair value	73		494	494	(51)
Ending balance	681	114	608	608	114
Warrant liability Series D
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	2,770	1,034	1,034	1,034	1,471
Loss on issuance		0
Change in fair value	33		1,736	1,736	(437)
Ending balance	2,803	1,034	2,770	2,770	$ 1,034
Convertible Promissory Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	18,889
Issuance of convertible promissory notes	4,300			10,000
Loss on issuance		0
Change in fair value	300			4,389
Ending balance	4,600		18,889	18,889
Convertible Promissory Notes Related Parties
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	18,889
Issuance of convertible promissory notes			10,000
Loss on issuance		$ 0	4,500
Change in fair value	1,407		4,389
Ending balance	$ 20,296		$ 18,889	$ 18,889

BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2026	Dec. 31, 2025	Dec. 07, 2025	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Temporary shares, shares outstanding (in shares)	18,349,937	18,349,937		18,349,937	18,349,937	18,349,937
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.00001		$ 0.0001
Ordinary shares, authorized (in shares)	32,000,000	32,000,000			32,000,000
Ordinary shares, shares issued (in shares)	5,068,690	5,039,438			5,016,051
Ordinary shares, outstanding (in shares)	5,068,690	5,039,438			5,016,051
Cartesian Growth Corporation III
Preferred shares , par value (In dollars per share)	$ 0.0001	$ 0.0001			$ 0.0001
Preference shares, shares authorized (in shares)	1,000,000	1,000,000			1,000,000
Preference shares, shares issued (in shares	0	0			0
Preference shares, shares outstanding (in shares)	0	0			0
Class A ordinary shares \| Cartesian Growth Corporation III
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001			$ 0.0001
Ordinary shares, authorized (in shares)	200,000,000	200,000,000			200,000,000
Class A ordinary shares subject to redemption \| Cartesian Growth Corporation III
Temporary shares, shares outstanding (in shares)	27,600,000	27,600,000			0
Temporary shares, redemption price per share (In dollars per share)	$ 10.36	$ 10.27			$ 0
Class A ordinary shares not subject to redemption \| Cartesian Growth Corporation III
Ordinary shares, shares issued (in shares)	0	0			0
Ordinary shares, outstanding (in shares)	0	0			0
Class B ordinary shares \| Cartesian Growth Corporation III
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001			$ 0.0001
Ordinary shares, authorized (in shares)	20,000,000	20,000,000			20,000,000
Ordinary shares, shares issued (in shares)	6,900,000	6,900,000			6,900,000
Ordinary shares, outstanding (in shares)	6,900,000	6,900,000			6,900,000

FAIR VALUE MEASURES - Assumptions used in valuing warrant liabilities and convertible promissory notes (Details)	Mar. 31, 2026 Y $ / shares	Jan. 26, 2026 Y	Dec. 31, 2025 Y	Dec. 31, 2025 $ / shares	Dec. 31, 2025	Aug. 01, 2025 $ / shares	Dec. 31, 2024 Y
Scenario Based Method \| Discount rate
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.20	0.20
Scenario Based Method \| Expected life (in years)
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input \| Y	0.5	0.68
Scenario Based Method \| SPAC Exit Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.85	0.80
Scenario Based Method \| Qualified Financing Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.075	0.10
Scenario Based Method \| Dissolution Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.075	0.10
Warrant liability Series B-1 \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y							2.5
Warrant liability Series B-1 \| Assumed volatility
FAIR VALUE MEASURES
Warrants, Measurement Input							0.75
Warrant liability Series B-1 \| Assumed risk-free interest rate
FAIR VALUE MEASURES
Warrants, Measurement Input							0.0429
Warrant liability Series B-1 \| SPAC Exit Scenario \| Discount rate
FAIR VALUE MEASURES
Warrants, Measurement Input	0.25				0.25
Warrant liability Series B-1 \| SPAC Exit Scenario \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y	0.2		0.38
Warrant liability Series B-1 \| SPAC Exit Scenario \| Future projected price per share
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	37.76			37.76
Warrant liability Series B-1 \| SPAC Exit Scenario \| Strike price
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	0.08			0.08
Warrant liability Series B-1 \| Option Pricing Method ("OPM") \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y	2		2
Warrant liability Series B-1 \| Option Pricing Method ("OPM") \| Share value
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	18.16			18.14
Warrant liability Series B-1 \| Option Pricing Method ("OPM") \| Assumed volatility
FAIR VALUE MEASURES
Warrants, Measurement Input	0.90				0.90
Warrant liability Series B-1 \| Option Pricing Method ("OPM") \| Assumed risk-free interest rate
FAIR VALUE MEASURES
Warrants, Measurement Input	0.038				0.035
Warrant liability Series D \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y							2.5
Warrant liability Series D \| Assumed volatility
FAIR VALUE MEASURES
Warrants, Measurement Input							0.75
Warrant liability Series D \| Assumed risk-free interest rate
FAIR VALUE MEASURES
Warrants, Measurement Input							0.0429
Warrant liability Series D \| SPAC Exit Scenario \| Discount rate
FAIR VALUE MEASURES
Warrants, Measurement Input	0.25				0.25
Warrant liability Series D \| SPAC Exit Scenario \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y	0.2		0.38
Warrant liability Series D \| SPAC Exit Scenario \| Future projected price per share
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	37.76			37.76
Warrant liability Series D \| SPAC Exit Scenario \| Strike price
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	27.21			27.21
Warrant liability Series D \| Option Pricing Method ("OPM") \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y	2		2
Warrant liability Series D \| Option Pricing Method ("OPM") \| Share value
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	33.61			33.71
Warrant liability Series D \| Option Pricing Method ("OPM") \| Assumed volatility
FAIR VALUE MEASURES
Warrants, Measurement Input	0.37				0.37
Warrant liability Series D \| Option Pricing Method ("OPM") \| Assumed risk-free interest rate
FAIR VALUE MEASURES
Warrants, Measurement Input	0.038				0.035
Warrant liability Series D \| Scenario Based Method \| Discount rate
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.20				0.20	0.20
Warrant liability Series D \| Scenario Based Method \| Expected life (in years)
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.5		0.75		0.0075	0.0116
Warrant liability Series D \| Scenario Based Method \| Share value
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input \| $ / shares	37.35			34.47		27.66
Warrant liability Series D \| Scenario Based Method \| Assumed volatility
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.40				0.40	0.40
Warrant liability Series D \| Scenario Based Method \| Assumed risk-free interest rate
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.037				0.035	0.037
Warrant liability Series D \| Scenario Based Method \| SPAC Exit Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.85				0.75	0.25
Warrant liability Series D \| Scenario Based Method \| Qualified Financing Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.075				0.15	0.50
Warrant liability Series D \| Scenario Based Method \| Dissolution Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.075				0.10	0.25

NET LOSS PER COMMON SHARE

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

NET LOSS PER COMMON SHARE

Note 12 - Net Loss Per Common Share

Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period.

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



	Three Months Ended March 31,
	2026		2025
Numerator:
Net loss	$	(8,575)	$	(12,870)
Net loss attributable to common stockholders—basic and diluted	$	(8,575)	$	(12,870)
Denominator:
Weighted average number of common shares outstanding		5,056,994		5,016,149
Net loss per share attributable to common stockholders—basic and diluted	$	(1.70)	$	(2.57)

The following common stock equivalents were excluded from the calculation of diluted loss per share attributable to common stockholders because their inclusion would have been anti-dilutive:



	Three Months Ended March 31,
	2026	2025
Series A‑1 redeemable convertible preferred stock	1,234,568	1,234,568
Series A‑2 redeemable convertible preferred stock	2,362,204	2,362,204
Series B‑1 redeemable convertible preferred stock	2,718,539	2,718,539
Series C‑1 redeemable convertible preferred stock	3,570,724	3,570,724
Series C‑2 redeemable convertible preferred stock	2,513,698	2,513,698
Series D redeemable convertible preferred stock	5,950,204	5,950,204
Preferred stock warrants	295,558	295,558
Preferred stock issued upon conversion of convertible promissory notes ⁽¹⁾	560,024	—
Options to purchase common stock	5,538,921	5,124,445
Restricted stock units	1,394,670	1,414,922

(1)

Due to the multiple conversion options provided for within the Company’s convertible promissory notes, the Company applied the if-converted method to the calculation of the anti-dilutive shares underlying such notes to determine the estimated shares that the notes would convert into as of March 31, 2026. This assumption included consideration of the multiple conversion features and applying probability weightings to an assumed price of approximately $38 per share ($19 per share after applying the 50% discount).

NOTE 13 - NET LOSS PER COMMON SHARE

Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period.

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



		Year ended December 31,
		2025		2024
Numerator:
Net loss		$	(73,845)	$	(54,344)
Net loss attributable to common stockholders - basic and diluted		$	(73,845)	$	(54,344)
Denominator:
Weighted average number of common shares outstanding			5,026,704		5,009,250
Net loss per share attributable to common stockholders - basic and diluted		$	(14.69)	$	(10.85)

The following common stock equivalents were excluded from the calculation of diluted loss per share attributable to common stockholders because their inclusion would have been anti-dilutive:



		Year ended December 31,
		2025	2024
Series A-1 redeemable convertible preferred stock		1,234,568	1,234,568
Series A-2 redeemable convertible preferred stock		2,362,204	2,362,204
Series B-1 redeemable convertible preferred stock		2,718,539	2,718,539
Series C-1 redeemable convertible preferred stock		3,570,724	3,570,724
Series C-2 redeemable convertible preferred stock		2,513,698	2,513,698
Series D redeemable convertible preferred stock		5,950,204	5,950,204
Preferred stock warrants		295,558	295,558
Preferred stock issued upon conversion of convertible promissory notes ⁽¹⁾		560,024	—
Options to purchase common stock		5,546,772	5,085,269
Restricted stock units		1,394,670	1,446,116

(1) Due to the multiple conversion options provided for within the Company’s convertible promissory notes, the Company applied the if-converted method to the calculation of the anti-dilutive shares underlying such notes to determine the estimated shares that the notes would convert into as of December 31, 2025. This assumption included consideration of the multiple conversion features and applying probability weightings to an assumed price of approximately $38 per share ($19 per share after applying the 50% discount).

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2026	Dec. 31, 2025	Dec. 07, 2025	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Temporary shares, shares outstanding (in shares)	18,349,937	18,349,937		18,349,937	18,349,937	18,349,937
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.00001		$ 0.0001
Ordinary shares, authorized (in shares)	32,000,000	32,000,000			32,000,000
Ordinary shares, shares issued (in shares)	5,068,690	5,039,438			5,016,051
Ordinary shares, outstanding (in shares)	5,068,690	5,039,438			5,016,051
Cartesian Growth Corporation III
Preferred shares , par value (In dollars per share)	$ 0.0001	$ 0.0001			$ 0.0001
Preference shares, shares authorized (in shares)	1,000,000	1,000,000			1,000,000
Preference shares, shares issued (in shares	0	0			0
Preference shares, shares outstanding (in shares)	0	0			0
Cartesian Growth Corporation III \| Class A ordinary shares
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001			$ 0.0001
Ordinary shares, authorized (in shares)	200,000,000	200,000,000			200,000,000
Cartesian Growth Corporation III \| Class A ordinary shares subject to redemption
Temporary shares, shares outstanding (in shares)	27,600,000	27,600,000			0
Temporary shares, redemption price per share (In dollars per share)	$ 10.36	$ 10.27			$ 0
Cartesian Growth Corporation III \| Class A ordinary shares not subject to redemption
Ordinary shares, shares issued (in shares)	0	0			0
Ordinary shares, outstanding (in shares)	0	0			0
Cartesian Growth Corporation III \| Class B ordinary shares
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001			$ 0.0001
Ordinary shares, authorized (in shares)	20,000,000	20,000,000			20,000,000
Ordinary shares, shares issued (in shares)	6,900,000	6,900,000			6,900,000
Ordinary shares, outstanding (in shares)	6,900,000	6,900,000			6,900,000

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (8,575)	$ (12,870)	$ (73,845)	$ (54,344)
Other comprehensive loss, net of tax
Foreign currency translation adjustments	(298)	8	(521)	(37)
Other comprehensive income (loss), net of tax	(298)	8	(521)	(37)
Comprehensive loss attributable to stockholders	$ (8,873)	$ (12,862)	$ (74,366)	$ (54,381)

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

CONVERTIBLE PROMISSORY NOTES - RELATED PARTIES - Components of the company's indebtedness (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
RELATED PARTY TRANSACTIONS
Change in fair value of convertible promissory notes	$ 1,407	$ 4,389
Total convertible promissory notes, at fair value		18,889
Related party
RELATED PARTY TRANSACTIONS
Convertible promissory notes	18,889
Change in fair value of convertible promissory notes	1,407
Total convertible promissory notes, at fair value	$ 20,296	$ 18,889

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

STOCK BASED COMPENSATION (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of assumptions made for purposes of estimating the fair value under the Black Scholes valuation model for stock options granted



		Three Months Ended March 31,
		2026		2025
Expected term of options (years)		5.00 - 6.07		5.00 - 6.06
Risk free interest rate		3.83% - 3.98	%	4.02% - 4.43	%
Volatility		60.92% - 65.79	%	64.37% - 65.81	%
Expected dividend yield		—		—
Common stock grant date fair value per share		$25.18 - $27.78		$3.23
Option grant date fair value per share		$13.89 - $17.42		$1.87 - $2.03



	Year ended December 31,
	2025			2024
Expected term of options (years)		5.00 - 6.06			5.16 - 6.07
Risk free interest rate		3.72% - 4.43	%		3.44% - 4.51	%
Volatility		63.34% - 65.81	%		62.55% - 63.77	%
Expected dividend yield		—			—
Common stock grant date fair value per share	$	3.23 - $9.67		$	4.80
Grant date fair value per share	$	1.87 - $7.29		$	2.73 - $2.99

Schedule of stock-based compensation expense by class reflected in the Company's consolidated statements of operations related to stock options

For the three months ended March 31, 2026, and 2025, the Company recorded stock-based compensation expense of $1,534 and $3,857, respectively. The following table provides stock-based compensation expense by class reflected in the Company’s condensed consolidated statements of operations related to stock options (including stock options with performance conditions) for the three months ended March 31, 2026, and 2025 (in thousands):



		Three Months Ended March 31,
		2026		2025
Research and development		$	240	$	347
Selling, general and administrative			1,294		3,510
Total		$	1,534	$	3,857

The following table provides stock-based compensation expense by class reflected in the Company’s consolidated statements of operations related to stock options (including stock options with performance conditions) for the years ended December 31, 2025, and 2024 (in thousands):



	Year ended December 31,
	2025		2024
Research and development	$	1,001	$	677
Selling, general and administrative		8,448		8,448
Total	$	9,449	$	9,125

Schedule of stock options activity



					Weighted-
					Average
					Remaining
			Weighted-		Contractual	Aggregate
		Number of	Average		Term	Intrinsic Value
		Options	Exercise Price		(Years)	(in thousands)
Outstanding as of December 31, 2024 ⁽¹⁾		5,085,269	$	6.78	7.28	$	1,172
Granted		594,691		3.23
Exercised		(300)		8.21			—
Cancelled or forfeited		(555,215)		3.86
Outstanding as of March 31, 2025		5,124,445	$	3.00	7.11	$	1,172
Options vested and expected to vest as of March 31, 2025 ⁽²⁾		5,004,445	$	3.00	7.08
Exercisable as of March 31, 2025		3,696,298	$	2.91	6.68	$	1,172



				Weighted-
				Average
				Remaining
		Weighted-		Contractual	Aggregate
	Number of	Average		Term	Intrinsic Value
	Options	Exercise Price		(Years)	(in thousands)
Outstanding as of December 31, 2025 ⁽³⁾	5,546,772	$	3.83	6.94	$	31,996
Granted	33,580		25.45
Exercised	(29,252)		3.10	667
Cancelled or forfeited	(12,179)		5.08
Outstanding as of March 31, 2026	5,538,921	$	4.03	6.72	$	131,528
Options vested and expected to vest as of March 31, 2026 ⁽⁴⁾	5,448,921	$	4.05	6.71
Exercisable as of March 31, 2026	4,436,262	$	3.06	6.18	$	109,673

(1)	Includes 245,628 of stock options subject to performance conditions

(2)	Does not include 120,000 stock options subject to performance conditions which are improbable as of March 31, 2025.

(3)	Includes 215,628 of stock options subject to performance conditions

(4)	Does not include 90,000 stock options subject to performance conditions which are improbable as of March 31, 2026.



						Weighted-Average
		Weighted-				Remaining	Aggregate
	Number of		Average			Contractual	Intrinsic Value
	Options		Exercise Price			Term (Years)	(in thousands)
Outstanding as of December 31, 2024(1)	5,085,269		$	6.78		7.28	$	1,172
Granted	1,375,868			6.80
Exercised	(5,477)			3.50				26
Cancelled or forfeited(2)	(908,888)			3.63
Outstanding as of December 31, 2025	5,546,722		$	3.83		6.94	$	31,996
Options vested and expected to vest as of December 31, 2025(3)	5,366,772		$	3.76		6.91
Exercisable as of December 31, 2025	4,240,296		$	3.01		6.39	$	28,248

(1)Includes 245,628 of stock options subject to performance conditions

(2)Includes 30,000 of forfeited stock options subject to performance conditions.

(3)	Does not include 90,000 stock options subject to performance conditions which are improbable as of December 31, 2025.

Schedule of weighted average assumptions used in estimating grant-date fair value of the Company's RSUs



		Year ended
		December 31, 2024
Volatility		75	%
Risk-free interest rate		4	%
Expected dividend yield		0	%
Term (years)		3.0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

Use of Estimates

Collaboration Arrangements and Partnership Agreements

Deferred Transaction Costs

Convertible Promissory Notes, Fair Value

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements – Not Yet Adopted

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Use of Estimates

Foreign Currency

Cash, Cash Equivalents and Restricted Cash

Property and Equipment

Depreciation is computed using the straight-line method over the following estimated useful lives:



Assets		Years
Leasehold improvements		Lesser of lease term or useful life
Machinery and equipment		7-10
Furniture and fixtures		5
Computer and software		3
Buildings		20
Building Fixtures		7

Collaboration Arrangements

Reserve for Credit Losses

Research and Development

Deferred Transaction Costs

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to transaction costs. Prior to the completion of the transaction (potential business combination with Cartesian Growth Corporation III as mentioned in Note 1), direct transaction costs are capitalized as deferred transaction costs. If the transaction is completed, the deferred transaction costs are charged to additional paid-in capital and offset the proceeds received from the potential business combination. As of December 31, 2025, and 2024, the Company had $1,423 and $0 of deferred transaction costs incurred, respectively.

Redeemable Convertible Preferred Stock Warrant Liabilities

Convertible Promissory Notes - Related Parties, Fair Value

Changes in the fair value of the Convertible Promissory Notes are recorded as gains or losses in the Company’s consolidated statements of operations in each reporting period. For the year ended December 31, 2025, the Company recorded a loss on the change in fair value of convertible promissory notes of $4,389.

Contingencies

The Company records accruals for contingencies when a loss is probable, and the amount of the loss can be reasonably estimated.

Leases

Stock-Based Compensation

Refer to Note 11 for further information.

Redeemable Convertible Preferred Stock

Concentrations of Credit Risk and Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements. For the years ended December 31, 2025 and 2024, the Company did not generate any revenue.

Net Loss Per Share

Income Taxes

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. After completion of the business combination described in Note 16, the Company expects it will be is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

New Accounting Pronouncements - Not Yet Adopted

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 25,449	$ 28,891	$ 48,252
Receivables under collaboration agreements (includes $0 and $1,000 as related party as of March 31, 2026, and December 31, 2025, respectively)	3,360	1,152	589
Deferred transaction costs	3,468	1,423	0
Prepaid expenses and other current assets (includes $910 and $1,110 as related party as of March 31, 2026, and December 31, 2025, respectively)	1,718	1,425	797
Total current assets	33,995	32,891	49,638
Restricted cash	884	881	3,169
Property and equipment, net	20,206	21,276	47,690
Operating lease right-of-use assets, net	7,266	7,576	8,769
Other non-current assets (related party)	40	160
Total Assets	62,391	62,784	116,033
Current liabilities:
Accounts payable (includes $30 and $190 as related party, as of March 31, 2026, and December 31, 2025, respectively)	656	741	472
Accrued expenses	4,128	2,981	2,023
Operating lease liabilities, current portion	1,401	1,357	1,211
Total current liabilities	6,185	5,079	4,419
Operating lease liabilities, net of current portion	6,817	7,180	8,537
Convertible promissory notes at fair value		18,889
Warrant liabilities for Series B-1 and Series D redeemable convertible preferred stock (includes $2,803 and $2,770 to related parties as of March 31, 2026, and December 31, 2025, respectively)	3,484	3,378	1,148
Total Liabilities	41,382	34,526	22,877
Commitments and contingencies (Note 8)
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	249,652	249,652	249,652
Stockholders' deficit:
Common stock, $0.0001 par value; 32,000,000 shares authorized as of March 31, 2026, and December 31, 2025. 5,068,690 and 5,039,438 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively	0	0
Additional paid-in capital	36,285	34,661	25,193
Accumulated deficit	(264,151)	(255,576)	(181,731)
Accumulated other comprehensive loss	(743)	(445)	76
Treasury stock, at cost; 108,466 shares as of March 31, 2026, and December 31, 2025	(34)	(34)	(34)
Total Shareholders' Deficit	(228,643)	(221,394)	(156,496)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit	62,391	62,784	116,033
Related party
Current assets:
Receivables under collaboration agreements (includes $0 and $1,000 as related party as of March 31, 2026, and December 31, 2025, respectively)	0	1,000	581
Prepaid expenses and other current assets (includes $910 and $1,110 as related party as of March 31, 2026, and December 31, 2025, respectively)	910	1,110	0
Current liabilities:
Accounts payable (includes $30 and $190 as related party, as of March 31, 2026, and December 31, 2025, respectively)	30	190	0
Convertible promissory notes at fair value	20,296	18,889
Warrant liabilities for Series B-1 and Series D redeemable convertible preferred stock (includes $2,803 and $2,770 to related parties as of March 31, 2026, and December 31, 2025, respectively)	2,803	2,770	1,471
Non related party
Current liabilities:
Convertible promissory notes at fair value	4,600
Series A-1 redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	327	327	327
Series A-2 redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	655	655	655
Series B-1 redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	2,169	2,169	2,169
Series C-1 redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	28,303	28,303	28,303
Series C-2 redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	26,013	26,013	26,013
Series D redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	$ 192,185	$ 192,185	$ 192,185

STOCK BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
STOCK BASED COMPENSATION
Stock-based compensation expense	$ 1,534	$ 3,857	$ 9,449	$ 9,125
Stock options
STOCK BASED COMPENSATION
Stock-based compensation expense	1,534	3,857	9,449	9,125
Stock options \| Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpense
STOCK BASED COMPENSATION
Stock-based compensation expense	240	347
Stock options \| Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpenses
STOCK BASED COMPENSATION
Stock-based compensation expense			1,001	677
Stock options \| Location, Statement of Income, Balance [Axis]: us-gaap:SellingGeneralAndAdministrativeExpense
STOCK BASED COMPENSATION
Stock-based compensation expense	$ 1,294	$ 3,510	$ 8,448	$ 8,448

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A ordinary shares subject to possible redemption	$ 249,652,000	$ 249,652,000	$ 249,652,000	$ 249,652,000	$ 249,652,000
Redeemable Class A \| Cartesian Growth Corporation III
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds		276,000,000
Class A ordinary shares issuance costs		(18,586,890)
Remeasurement of carrying value to redemption value	2,491,718	29,096,766
Class A ordinary shares subject to possible redemption	$ 285,868,994	283,377,276
Redeemable Class A \| Public Warrants \| Cartesian Growth Corporation III
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Proceeds allocated to public warrants		$ (3,132,600)

Value of accretion of temporary equity to its redemption value during the period.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Value of new stock classified as temporary equity issued during the period.

CONVERTIBLE PROMISSORY NOTES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of components of the company's indebtedness

The following table shows the components of the Company’s indebtedness (in thousands):



		Three Months Ended
		March 31, 2026
Convertible promissory notes principal balance		$	4,300
Change in fair value			300
Total convertible promissory notes, at fair value		$	4,600

The following table shows the components of the Company’s indebtedness (in thousands):



		Year ended December 31,
		2025			2024
Convertible promissory notes principal balance		$	10,000		$	—
Financing costs related to issuance of convertible promissory notes			4,500			—
Change in fair value			4,389			—
Total convertible promissory notes, at fair value		$	18,889		$	—

PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of property and equipment, net

Property and equipment, net consists of the following (in thousands):



		As of
		March 31, 2026		December 31, 2025
Leasehold improvements		$	10,680	$	10,680
Machinery and equipment			16,081		16,315
Furniture and fixtures			414		419
Computer and software			211		216
Buildings			1,160		1,227
Building Fixtures			1,256		1,206
Land			3,196		3,382
Advances on purchases of property and equipment			617		632
Total		$	33,615	$	34,077
Accumulated depreciation			(13,409)		(12,801)
Total		$	20,206	$	21,276

Property and equipment, net consists of the following (in thousands):



		As of December 31,
		2025			2024
Leasehold improvements		$	10,680		$	32,427
Machinery and equipment			16,315			22,205
Furniture and fixtures			419			415
Computer and software			216			203
Buildings			1,227			1,205
Building Fixtures			1,206			1,143
Land			3,382			3,320
Advances on purchases of property and equipment			632			1,627
Total		$	34,077		$	62,545
Accumulated depreciation			(12,801)			(14,855)
Total		$	21,276		$	47,690

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
ACCRUED EXPENSES
Accrued compensation and benefits	$ 838	$ 760	$ 1,066
Accrued audit and tax services	166	67	140
Accrued legal and professional	320	172	29
Accrued transaction costs	2,327	1,423
Accrued other	477	559	788
Total accrued expenses	$ 4,128	$ 2,981	$ 2,023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024	Oct. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 25,449,000	$ 28,891,000	$ 41,719,000	$ 48,252,000
Cartesian Growth Corporation III
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash	396,210	624,163		0
Cash equivalents	$ 0	$ 0		$ 0	$ 0

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

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COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands					1 Months Ended	3 Months Ended		12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Nov. 11, 2022	Jun. 28, 2022	Jun. 06, 2022	Feb. 25, 2022	Jul. 31, 2025 USD ($)	Mar. 31, 2026 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2025 USD ($)
Leases
Finance lease, Base term			10 years 6 months
Finance lease, Option to extend lease term			true
Finance lease, Number of extension options			2
Finance lease, Additional term			5 years
Loss on lease termination								$ 17,063
Lease termination fee					$ 2,000			2,000
Proceeds from sale of machinery and equipment and leasehold improvements					$ 2,400			$ 2,400
Sublease term	10 years
Option to extend	false
Number of extension options by landlord	1
Renewal term	5 years
Damages sought value						$ 4,900	$ 4,900
Florida
Leases
Operating lease, Base term				3 years
Operating lease, Number of extension options				1
Operating lease, Option to extend lease term				true
Operating lease, Additional term				3 years
Massachusetts
Leases
Operating lease, Base term		2 years
Operating lease, Number of extension options		1
Operating lease, Option to extend lease term		true
Operating lease, Additional term		3 years

COMMITMENTS AND CONTINGENCIES - Registration Rights (Details) - Registration Rights - Cantor - Cartesian Growth Corporation III	May 01, 2025 item
COMMITMENTS AND CONTINGENCIES
Number of demands	3
Demand period from sales in IPO	5 years
Piggy Back period from sales in IPO	7 years

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 07, 2025	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Receivables under collaboration agreements (includes $0 and $1,000 as related party as of March 31, 2026, and December 31, 2025, respectively)	$ 3,360	$ 1,152			$ 589
Prepaid expenses and other current assets (includes $1,110 and $0 as related party as of December 31, 2025, and 2024, respectively)	1,718	1,425			797
Accounts payable (includes $190 and $0 as related party, as of December 31, 2025, and 2024, respectively)	656	741			472
Warrant liabilities for Series B-1 and Series D redeemable convertible preferred stock (includes $2,803 and $2,770 to related parties as of March 31, 2026, and December 31, 2025, respectively)	$ 3,484	$ 3,378			$ 1,148
Temporary shares, shares outstanding (in shares)	18,349,937	18,349,937		18,349,937	18,349,937	18,349,937
Redeemable preferred stock, Liquidation preference		$ 288,831
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.00001		$ 0.0001
Common stock, Shares authorized	32,000,000	32,000,000			32,000,000
Common stock, Shares issued	5,068,690	5,039,438			5,016,051
Ordinary shares, outstanding (in shares)	5,068,690	5,039,438			5,016,051
Treasury stock, Shares	108,466	108,466			108,466
Series A-1 redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	1,234,568	1,234,568			1,234,568
Redeemable preferred stock, Shares issued	1,234,568	1,234,568			1,234,568
Temporary shares, shares outstanding (in shares)	1,234,568	1,234,568			1,234,568
Redeemable preferred stock, Liquidation preference	$ 3,000	$ 3,000
Series A-2 redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	2,362,204	2,362,204			2,362,204
Redeemable preferred stock, Shares issued	2,362,204	2,362,204			2,362,204
Temporary shares, shares outstanding (in shares)	2,362,204	2,362,204			2,362,204
Redeemable preferred stock, Liquidation preference	$ 6,000	$ 6,000
Series B-1 redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	2,738,469	2,738,469			2,738,469
Redeemable preferred stock, Shares issued	2,718,539	2,718,539			2,718,539
Temporary shares, shares outstanding (in shares)	2,718,539	2,718,539			2,718,539
Redeemable preferred stock, Liquidation preference	$ 22,166	$ 22,166
Series C-1 redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	3,570,724	3,570,724			3,570,724
Redeemable preferred stock, Shares issued	3,570,724	3,570,724			3,570,724
Temporary shares, shares outstanding (in shares)	3,570,724	3,570,724			3,570,724
Redeemable preferred stock, Liquidation preference	$ 28,423	$ 28,423
Series C-2 redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	2,513,698	2,513,698			2,513,698
Redeemable preferred stock, Shares issued	2,513,698	2,513,698			2,513,698
Temporary shares, shares outstanding (in shares)	2,513,698	2,513,698			2,513,698
Redeemable preferred stock, Liquidation preference	$ 26,857	$ 26,857
Series D redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	7,625,734	7,625,734			7,625,734
Redeemable preferred stock, Shares issued	5,950,204	5,950,204			5,950,204
Temporary shares, shares outstanding (in shares)	5,950,204	5,950,204			5,950,204
Redeemable preferred stock, Liquidation preference	$ 202,385	$ 202,385
Related party
Receivables under collaboration agreements (includes $0 and $1,000 as related party as of March 31, 2026, and December 31, 2025, respectively)	0	1,000			$ 581
Prepaid expenses and other current assets (includes $1,110 and $0 as related party as of December 31, 2025, and 2024, respectively)	910	1,110			0
Accounts payable (includes $190 and $0 as related party, as of December 31, 2025, and 2024, respectively)	30	190			0
Warrant liabilities for Series B-1 and Series D redeemable convertible preferred stock (includes $2,803 and $2,770 to related parties as of March 31, 2026, and December 31, 2025, respectively)	$ 2,803	$ 2,770			$ 1,471

SEGMENT INFORMATION (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025



	Three Months Ended March 31,
	2026		2025
Operating expenses
Reimbursement from JDAs and others	$	3,410	$	34
Payroll expense		(5,860)		(8,133)
Occupancy expense		(859)		(1,497)
Professional service expense		(916)		(606)
Research and development expense		(933)		(537)
Depreciation expense		(882)		(1,984)
Other operating expense		(451)		(399)
Loss from operations	$	(6,491)	$	(13,122)
Total other income (expense), net		(2,084)		252
Net loss	$	(8,575)	$	(12,870)



		Year Ended December 31,
		2025		2024
Operating expenses
Reimbursement from JDAs and others		$	1,686	$	3,570
Payroll expense			(26,375)		(35,638)
Occupancy expense			(6,292)		(7,124)
Professional service expense			(4,146)		(3,671)
Research and development expense			(3,646)		(2,990)
Depreciation expense			(6,067)		(8,302)
Loss on impairment and lease termination			(17,063)		—
Other operating expense			(1,685)		(2,365)
Loss from operations		$	(63,588)	$	(56,520)
Total other income (expense), net			(10,257)		2,176
Net loss		$	(73,845)	$	(54,344)



	March 31, 2026		December 31, 2025
Cash	$	396,210	$	624,163
Investments held in Trust Account	$	285,868,994	$	283,377,276



		For the Three Months Ended March 31,
		2026			2025
General and administrative costs		$	811,301		$	20,449
Interest earned on investments held in Trust Account		$	2,491,718		$	—



	December 31, 2025		December 31, 2024
Cash	$	624,163	$	—
Investments held in Trust Account	$	283,377,276	$	—



					For the Period
		For the			from October 29, 2024
		Year Ended			(Inception) Through
		December 31, 2025			December 31, 2024
General and administrative costs		$	1,158,207		$	42,620
Interest earned on investments held in Trust Account		$	7,377,276		$	—

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

STOCK BASED COMPENSATION - Equity Compensation Plans, Modification of Awards (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2019
STOCK BASED COMPENSATION
Award vesting period				4 years
Award expiration period for stock options				10 years
Common stock authorized for issuance		8,668,779	8,668,779
Common stock remained available for future grants		1,329,263	1,702,707
Plan modification, exercise price (per share)	$ 3.23
Number of options modified	4,663,721
Incremental expense from modification	$ 2,376	$ 2,583	$ 0

PRIVATE PLACEMENT (Details) - Cartesian Growth Corporation III	May 05, 2025 USD ($) $ / shares shares
PRIVATE PLACEMENT
Percentage of outstanding shares will be redeemed	100.00%
Class A ordinary shares
PRIVATE PLACEMENT
Number of shares issued for each warrant	1
Exercise price of warrants \| $ / shares	$ 11.5
Private placement
PRIVATE PLACEMENT
Threshold days from business combination for transfer of warrants	30 days
Expiry term of warrants	5 years
Private placement \| Related Party
PRIVATE PLACEMENT
Number of warrants issued	6,800,000
Number of shares issued for each warrant	1
Issue price of warrants \| $ / shares	$ 1
Gross proceeds from issuance of private placement \| $	$ 6,800,000
Private placement \| Related Party \| Class A ordinary shares
PRIVATE PLACEMENT
Exercise price of warrants \| $ / shares	$ 11.5
Private placement \| Related Party \| Sponsor
PRIVATE PLACEMENT
Number of warrants issued	4,400,000
Private placement \| Related Party \| Cantor
PRIVATE PLACEMENT
Number of warrants issued	2,400,000

RETIREMENT PLAN

12 Months Ended

Dec. 31, 2025

RETIREMENT PLAN

RETIREMENT PLAN

NOTE 10 - RETIREMENT PLAN

The Company has a qualified defined contribution retirement plan covering substantially all employees. The Company makes matching contributions to the plan for up to 5% of eligible compensation depending on employee deferral percentages. The Company contributed $682 and $923 to the plan for the years ended December 31, 2025, and 2024, respectively. These expenses were recorded within the operating expenses in the consolidated statements of operations. The retirement plan expense was allocated as $223 and $247 to research and development expense, net and $459 and $676 to selling, general and administrative expense for the years ended December 31, 2025, and 2024, respectively.

COMMITMENTS AND CONTINGENCIES - Components of lease expenses (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Finance lease costs:
Amortization of right-of-use assets		$ 207	$ 666	$ 829
Interest on financing lease liabilities		185	583	772
Total finance lease costs		392	1,249	1,601
Operating lease costs:
Operating lease expenses	$ 480	497	1,936	2,089
Variable lease expenses	217	199	799	947
Short-term lease expenses		18	18	66
Total operating lease costs	697	714	2,753	3,102
Total lease expenses	$ 697	$ 1,106	$ 4,002	$ 4,703

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Cash, Cash Equivalents and Restricted Cash

Foreign Currency

Property and Equipment

Depreciation is computed using the straight-line method over the following estimated useful lives:



Assets		Years
Leasehold improvements		Lesser of lease term or useful life
Machinery and equipment		7-10
Furniture and fixtures		5
Computer and software		3
Buildings		20
Building Fixtures		7

Collaboration Arrangements

Collaboration Arrangements and Partnership Agreements

Collaboration Arrangements

Reserve for Credit Losses

Research and Development

Deferred Transaction Costs

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to transaction costs. Prior to the completion of the transaction (potential business combination with Cartesian Growth Corporation III as mentioned in Note 1), direct transaction costs are capitalized as deferred transaction costs. If the transaction is completed, the deferred transaction costs are charged to additional paid-in capital and offset the proceeds received from the potential business combination. As of December 31, 2025, and 2024, the Company had $1,423 and $0 of deferred transaction costs incurred, respectively.

Redeemable Convertible Preferred Stock Warrant Liabilities

Convertible Promissory Notes - Related Parties, Fair Value

Convertible Promissory Notes, Fair Value

Convertible Promissory Notes - Related Parties, Fair Value

Changes in the fair value of the Convertible Promissory Notes are recorded as gains or losses in the Company’s consolidated statements of operations in each reporting period. For the year ended December 31, 2025, the Company recorded a loss on the change in fair value of convertible promissory notes of $4,389.

Contingencies

The Company records accruals for contingencies when a loss is probable, and the amount of the loss can be reasonably estimated.

Leases

Stock-Based Compensation

Refer to Note 11 for further information.

Redeemable Convertible Preferred Stock

Concentrations of Credit Risk and Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements. For the years ended December 31, 2025 and 2024, the Company did not generate any revenue.

Net Loss Per Share

Recently Adopted Accounting Pronouncements and New Accounting Pronouncements - Not Yet Adopted

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements – Not Yet Adopted

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. After completion of the business combination described in Note 16, the Company expects it will be is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

New Accounting Pronouncements - Not Yet Adopted

ACCRUED EXPENSES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

ACCRUED EXPENSES

Note 5 - Accrued Expenses

Accrued expenses consisted of the following (in thousands):



		As of
		March 31, 2026			December 31, 2025
Accrued compensation and benefits		$	838		$	760
Accrued audit and tax services			166			67
Accrued legal and professional			320			172
Accrued transaction costs			2,327			1,423
Accrued other			477			559
Total accrued expenses		$	4,128		$	2,981

NOTE 5 - ACCRUED EXPENSES

Accrued expenses consisted of the following (in thousands):



		As of December 31,
		2025			2024
Accrued compensation and benefits		$	760		$	1,066
Accrued audit and tax services			67			140
Accrued legal and professional			172			29
Accrued transaction costs			1,423			—
Accrued other			559			788
Total accrued expenses		$	2,981		$	2,023

SUBSEQUENT EVENTS	3 Months Ended	12 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2026	Dec. 31, 2025
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	Note 15 - Subsequent Events The Company has evaluated subsequent events through June 10, 2026. As discussed in Note 1, on June 5, 2026, upon the closing of the de-SPAC Transaction, the Company became a wholly-owned subsidiary of CGC. Under the BCA, each outstanding Class A ordinary share of CGC (each, a “CGC Class A Share”), each outstanding Class B ordinary share of CGC and each outstanding preference share of CGC was converted into one share of Series A Common Stock, par value $0.00001 per share, (the “PubCo Series A Common Stock”). Each share of Factorial Common Stock (excluding treasury shares, dissenting shares and shares held by the Factorial founders) issued and outstanding as of immediately prior to the Effective Time, was automatically canceled and extinguished and exchanged for a number of shares of PubCo Series A Common Stock equal to the consideration ratio of approximately 3.67 (the “Consideration Ratio”), which was based on an implied Factorial equity value of $1,100,000. Each share of Factorial Common Stock held by the Factorial Founders issued and outstanding as of immediately prior to the Effective Time, was automatically canceled and extinguished and exchanged for a number of shares of Series B Common Stock, par value $0.00001 per share (the “PubCo Series B Common Stock”) equal to the Consideration Ratio. Each share of Factorial Preferred Stock issued and outstanding as of immediately prior to the Effective Time was automatically canceled and extinguished and converted into the right to receive a number of shares of PubCo Series A Common Stock, par value $0.00001 per share, equal to the Consideration Ratio. PubCo received gross proceeds of approximately $112,100 in connection with the de-SPAC Transaction and the sale of a private placement of PubCo Series A Common Stock, prior to the payment of transaction expenses. Additionally, and in congruence with the consummation of the de-SPAC transaction, each option to purchase Factorial Common Stock (each, a “Factorial Option”), whether vested or unvested, ceased to represent the right to purchase Factorial Common Shares and was canceled in exchange for options to purchase PubCo Series A Common Stock under the equity incentive plan adopted by CGC in advance of the Closing (the “PubCo Equity Incentive Plan”), in an amount equal to the product of (x) the number shares of Factorial Common Stock subject to such Factorial Option immediately prior to the Effective Time, multiplied by (y) the Consideration Ratio, at an exercise price per share equal to the quotient of (i) the exercise price per share of such Factorial Option immediately prior to the Effective Time, divided by (ii) the Consideration Ratio, and generally subject to the same terms and conditions that applied to the corresponding Factorial Option immediately prior to the Effective Time. Each restricted stock unit award that was outstanding with respect to Factorial Common Stock (each, a “Factorial RSU Award”), whether vested or unvested, ceased to have any rights in respect of the Factorial Common Stock and was canceled in exchange for a restricted stock unit award under the PubCo Equity Incentive Plan that settled in a number of shares of PubCo Series A Common Stock in an amount and subject to such terms and conditions, in each case, as set forth on the allocation schedule, that was generally subject to the same terms and conditions that applied to the corresponding Factorial RSU Award immediately prior to the Effective Time. On April 1, 2026, the Company modified an outstanding equity award granted to a consultant that included performance based vesting conditions. As a result of the modification, 90,000 previously granted stock options were forfeited. Pursuant to the modification, and contingent upon the closing of the Company’s pending business combination, the Company is required to grant the consultant RSUs with an aggregate grant date fair value of $250. Additionally, the modification provides for the issuance of 100,000 RSUs subject to performance conditions as defined in the amended agreement. On April 27, 2026, the Company entered into a definitive agreement to sell its wholly-owned subsidiary Factorial Germany GmbH for a total consideration of $6. The transaction will close at a later date, subject to the satisfaction of customary closing conditions in accordance with German law and registration with the German Commercial Register. On May 18, 2026, the Company received $1,040 of proceeds related to the January 2026 Notes. On June 5, 2026, the Company entered into an agreement with Clear Street LLC (“Clear Street”), pursuant to which Clear Street agreed to act as capital markets advisor to the Company for a term of twelve months. As consideration for these services, the agreement provides for the issuance to Clear Street of 100,000 shares of PubCo Series A Common Stock.	NOTE 16 - SUBSEQUENT EVENTS On December 17, 2025, Cartesian Growth Corporation III, a Cayman Islands exempted company (“CGC”), Fenway MS, Inc., a Delaware corporation (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”), entered into a Business Combination Agreement (“BCA”). Merger Sub will merge with and into Factorial, with Factorial as the surviving company in the merger and, after giving effect to such merger, as a wholly-owned subsidiary of New Factorial (the “Merger”). Under the BCA, each outstanding Class A ordinary share of CGC (each, a “CGC Class A Share”), each outstanding Class B ordinary share of CGC and each outstanding preference share of CGC will be converted into one share of Series A Common Stock, par value $0.00001 per share, (the “PubCo Series A Common Stock”). Each share of Factorial Common Stock (excluding treasury shares, dissenting shares and shares held by the Factorial Founders) issued and outstanding as of immediately prior to the Effective Time, will be automatically canceled and extinguished and exchanged for number of shares of PubCo Series A Common Stock equal to the Consideration Ratio, which is based on an implied Factorial equity value of $1,100,000. Each share of Factorial Common Stock held by the Factorial Founders issued and outstanding as of immediately prior to the Effective Time, will be automatically canceled and extinguished and exchanged for a number of shares of PubCo Series B Common Stock equal to the Consideration Ratio. Each share of Factorial Preferred Stock issued and outstanding as of immediately prior to the Effective Time will be automatically canceled and extinguished and converted into the right to receive a number of shares of PubCo Series A Common Stock, par value $0.00001 per share, equal to the Consideration Ratio. Each option to purchase Factorial Common Stock (each, a “Factorial Option”), whether vested or unvested, will cease to represent the right to purchase Factorial Common Shares and will be canceled in exchange for options to purchase PubCo Series A Common Stock under the equity incentive plan to be adopted by CGC in advance of the Closing (the “PubCo Equity Incentive Plan”), in an amount equal to the product of (x) the number shares of Factorial Common Stock subject to such Factorial Option immediately prior to the Effective Time, multiplied by (y) the Consideration Ratio, at an exercise price per share equal to the quotient of (i) the exercise price per share of such Factorial Option immediately prior to the Effective Time, divided by (ii) the Consideration Ratio, and generally subject to the same terms and conditions that applied to the corresponding Factorial Option immediately prior to the Effective Time. Each restricted stock unit award that is outstanding with respect to Factorial Common Stock (each, a “Factorial RSU Award”), whether vested or unvested, will cease to have any rights in respect of the Factorial Common Stock and will be canceled in exchange for a restricted stock unit award under the PubCo Equity Incentive Plan that settles in a number of shares of PubCo Series A Common Stock in an amount and subject to such terms and conditions, in each case, as to be set forth on an allocation schedule, that will generally be subject to the same terms and conditions that applied to the corresponding Factorial RSU Award immediately prior to the Effective Time. The Business Combination is expected to close in mid-2026, following the receipt of the requisite approvals of CGC shareholders and Factorial stockholders and the fulfillment of other customary closing conditions. During January 2026, the Company entered into Convertible Promissory Note Agreements where they can receive proceeds up to $5,340 (“the January 2026 Notes”) from new investors. The January 2026 Notes will bear interest of 5% per annum and mature on January 1, 2029. As of the issuance of these financial statements, the Company has received proceeds of $4,300. The January 2026 Notes provide the holders with certain conversion features including: a mandatory conversion upon a qualified financing event, an optional conversion upon a non-qualified financing event, and an optional conversion upon an acquisition of the Company. The Company has elected the fair value option under ASC 825 for its issued Notes and accordingly measures these instruments at fair value on a recurring basis, with changes in fair value recognized in other income (expense) in the consolidated statements of operations. In January 2026, the Company entered into a new development agreement with an unaffiliated partner. The development agreement has various terms and conditions and has a term of two years; however, the unaffiliated partner has the right to terminate upon a change of control. The Company entered into this development agreement for purposes of assessing its technology through evaluation and testing of its batteries. In February 2026, the Company entered into a new development agreement with PowerCo SE (“PowerCo”). The development agreement has various terms and conditions and has a term of fifteen months; however, PowerCo has the right to terminate under certain conditions. The Company entered into this development agreement for purposes of assessing its technology through evaluation and testing of its batteries.
Cartesian Growth Corporation III
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date and through the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of quantitative information regarding market assumptions used for valuation of the public and private warrants

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of March 31, 2026:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.20			0.20
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31, 2025:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.38			0.38
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of March 31, 2026:



		Series B-1			Series D
Share value		$	18.16		$	33.61
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.8	%		3.8	%
Expected life (in years)			2			2
Expected dividends			—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



		Series B-1			Series D
Share value		$	18.14		$	33.71
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.5	%		3.5	%
Expected life (in years)			2			2
Expected dividends			—			—

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Series D
		Three Months Ended
		March 31, 2026
SPAC Exit Scenario			85	%
Qualified Financing Scenario			7.5	%
Dissolution Scenario			7.5	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.7	%
Expected life (in years)			0.50
Assumed discount rate			20	%
Share value		$	37.35

The assumptions used in determining the fair value of the August 2025 Notes under the SBM as of December 31, 2025, were as follows:



		Series D
		December 31, 2025
SPAC Exit Scenario			75	%
Qualified Financing Scenario			15	%
Dissolution Scenario			10	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.50	%
Expected life (in years)			0.75
Assumed discount rate			20	%
Share value		$	34.47

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31 2025:



	Series B-1			Series D
Discount rate		25	%		25	%
Expected life (in years)		0.38			0.38
Future projected price per share	$	37.76		$	37.76
Strike price	$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



	Series B-1			Series D
Share value	$	18.14		$	33.71
Assumed volatility		90	%		37	%
Assumed risk-free interest rate		3.5	%		3.5	%
Expected life (in years)		2			2
Expected dividends		—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements, as of December 31, 2024:



	Series B-1		Series D
Assumed volatility	75	%	75	%
Assumed risk-free interest rate	4.29	%	4.29	%
Expected life (in years)	2.5		2.5
Expected dividends	—		—

Schedule of company's assets and liabilities that are measured at fair value



		Level		March 31, 2026			December 31, 2025
Investments held in Trust Account		1		$	285,868,994		$	283,377,276



	Level		December 31, 2025			December 31, 2024
Investments held in Trust Account	1		$	283,377,276		$	—

Schedule of quantitative information regarding market assumptions used for valuation of the public and private warrants



	May 5, 2025
Volatility		5.7	%
Risk free rate		3.79	%
Market implied likelihood of completing a Business Combination		17.2	%
Share price	$	9.886
Weighted terms (Yrs)		2.86



	May 5, 2025
Volatility		5.7	%
Risk free rate		3.79	%
Market implied likelihood of completing a Business Combination		17.2	%
Share price	$	9.886
Weighted terms (Yrs)		2.86

Schedule of criteria for determination of market implied likelihood of completing a business combination



Criteria		Low		High
IPO proceeds ($M)		55		250
Warrant coverage		—		1
Rights coverage (per unit)		0.05		0.20
Remaining months to complete		9		22



Criteria		Low		High
IPO proceeds ($M)		55		250
Warrant coverage		—		1
Rights coverage (per unit)		0.05		0.20
Remaining months to complete		9		22

FAIR VALUE MEASURES (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Liabilities:
Convertible promissory notes at fair value		$ 18,889
Related party
Liabilities:
Convertible promissory notes at fair value	$ 20,296	18,889
Non related party
Liabilities:
Convertible promissory notes at fair value	4,600
Recurring
Assets:
Money market (included in cash and cash equivalents)	10,245	14,152	$ 34,241
Money market (included in restricted cash)	884	881	3,169
Total Assets	11,129	15,033	37,410
Liabilities:
Warrant liability Series B-1	681	608	114
Warrant liability Series D	2,803	2,770	1,034
Total Liabilities	28,380	22,267	1,148
Recurring \| Level 1
Assets:
Money market (included in cash and cash equivalents)	10,245	14,152	34,241
Money market (included in restricted cash)	884	881	3,169
Total Assets	11,129	15,033	37,410
Recurring \| Level 3
Liabilities:
Warrant liability Series B-1	681	608	114
Warrant liability Series D	2,803	2,770	1,034
Total Liabilities	28,380	22,267	$ 1,148
Recurring \| Related party
Liabilities:
Convertible promissory notes at fair value	20,296	18,889
Recurring \| Related party \| Level 3
Liabilities:
Convertible promissory notes at fair value	20,296	$ 18,889
Recurring \| Non related party
Liabilities:
Convertible promissory notes at fair value	4,600
Recurring \| Non related party \| Level 3
Liabilities:
Convertible promissory notes at fair value	$ 4,600

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	3 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2024	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Loss from operations		$ (6,491,000)	$ (13,122,000)	$ (63,588,000)	$ (56,520,000)
Other income:
Other income		(2,084,000)	252,000	(10,257,000)	2,176,000
Net income (loss)		$ (8,575,000)	$ (12,870,000)	$ (73,845,000)	$ (54,344,000)
Basic weighted average shares outstanding (In shares)		5,056,994	5,016,149	5,026,704	5,009,250
Diluted weighted average shares outstanding (In shares)		5,056,994	5,016,149	5,026,704	5,009,250
Basic net income (loss) per share (In dollars per share)		$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Diluted net income (loss) per share (In dollars per share)		$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Cartesian Growth Corporation III
General and administrative costs	$ 42,620	$ 811,301	$ 20,449	$ 1,158,207
Loss from operations	(42,620)	(811,301)	(20,449)	(1,158,207)
Other income:
Interest earned on investments held in Trust Account		2,491,718		7,377,276
Other income		2,491,718		7,377,276
Net income (loss)	$ (42,620)	$ 1,680,417	$ (20,449)	$ 6,219,069
Cartesian Growth Corporation III \| Class A ordinary shares subject to redemption
Other income:
Basic weighted average shares outstanding (In shares)		27,600,000		18,197,802
Diluted weighted average shares outstanding (In shares)		27,600,000		18,197,802
Basic net income (loss) per share (In dollars per share)		$ 0.05		$ 0.25
Diluted net income (loss) per share (In dollars per share)		$ 0.05		$ 0.25
Cartesian Growth Corporation III \| Class B ordinary shares
Other income:
Basic weighted average shares outstanding (In shares)	6,900,000	6,900,000	6,900,000	6,593,407
Diluted weighted average shares outstanding (In shares)	6,900,000	6,900,000	6,900,000	6,900,000
Basic net income (loss) per share (In dollars per share)	$ (0.01)	$ 0.05	$ 0	$ 0.25
Diluted net income (loss) per share (In dollars per share)	$ (0.01)	$ 0.05	$ 0	$ 0.25

ACCRUED EXPENSES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

ACCRUED EXPENSES

Note 5 - Accrued Expenses

Accrued expenses consisted of the following (in thousands):



		As of
		March 31, 2026			December 31, 2025
Accrued compensation and benefits		$	838		$	760
Accrued audit and tax services			166			67
Accrued legal and professional			320			172
Accrued transaction costs			2,327			1,423
Accrued other			477			559
Total accrued expenses		$	4,128		$	2,981

NOTE 5 - ACCRUED EXPENSES

Accrued expenses consisted of the following (in thousands):



		As of December 31,
		2025			2024
Accrued compensation and benefits		$	760		$	1,066
Accrued audit and tax services			67			140
Accrued legal and professional			172			29
Accrued transaction costs			1,423			—
Accrued other			559			788
Total accrued expenses		$	2,981		$	2,023

SEGMENT INFORMATION

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

NOTE 13 – SEGMENT INFORMATION



	Three Months Ended March 31,
	2026		2025
Operating expenses
Reimbursement from JDAs and others	$	3,410	$	34
Payroll expense		(5,860)		(8,133)
Occupancy expense		(859)		(1,497)
Professional service expense		(916)		(606)
Research and development expense		(933)		(537)
Depreciation expense		(882)		(1,984)
Other operating expense		(451)		(399)
Loss from operations	$	(6,491)	$	(13,122)
Total other income (expense), net		(2,084)		252
Net loss	$	(8,575)	$	(12,870)

NOTE 14 - SEGMENT INFORMATION

provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total net loss in the consolidated statements of operations:



		Year Ended December 31,
		2025		2024
Operating expenses
Reimbursement from JDAs and others		$	1,686	$	3,570
Payroll expense			(26,375)		(35,638)
Occupancy expense			(6,292)		(7,124)
Professional service expense			(4,146)		(3,671)
Research and development expense			(3,646)		(2,990)
Depreciation expense			(6,067)		(8,302)
Loss on impairment and lease termination			(17,063)		—
Other operating expense			(1,685)		(2,365)
Loss from operations		$	(63,588)	$	(56,520)
Total other income (expense), net			(10,257)		2,176
Net loss		$	(73,845)	$	(54,344)

Long-lived assets by physical geographical location as of December 31, 2025, and 2024, are as follows:



		As of December 31, 2025
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	10,680
Machinery and equipment			10,609		5,706
Furniture and fixtures			94		325
Computer and software			86		130
Buildings			1,227		—
Building Fixtures			1,206		—
Land			3,382		—
Construction in progress (advances on property and equipment)			—		632
Accumulated depreciation			(4,589)		(8,212)
Net property, plant and equipment		$	12,015	$	9,261
Operating lease right-of-use assets			—		7,576
Total Long-Lived Assets		$	12,015	$	16,837



		As of December 31, 2024
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	32,427
Machinery and equipment			9,934		12,271
Furniture and fixtures			90		325
Computer and software			72		131
Buildings			1,205		—
Building Fixtures			1,143		—
Land			3,320		—
Construction in progress (advances on property and equipment)			—		1,627
Accumulated depreciation			(2,448)		(12,407)
Net property, plant and equipment		$	13,316	$	34,374
Operating lease right-of-use assets			—		8,769
Finance lease right-of-use assets			—		6,767
Total Long-Lived Assets		$	13,316	$	49,910

Capital expenditures by geographical location for the years ended December 31, 2025, and 2024, are as follows:



		Year Ended December 31, 2025
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	118	$	931	$	1,049
Advances on property and equipment			—		45		45
Proceeds from disposal of property and equipment from lease termination			—		(2,400)		(2,400)
Proceeds from disposal of property and equipment			—		(20)		(20)
Total Capital Expenditures, net		$	118	$	(1,444)	$	(1,326)



		Year Ended December 31, 2024
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	68	$	955	$	1,023
Advances on property and equipment			—		960		960
Proceeds from disposal of property and equipment			—		(106)		(106)
Total Capital Expenditures, net		$	68	$	1,809	$	1,877

The entire disclosure for segment reporting.

CONVERTIBLE PROMISSORY NOTES - Components of the company's indebtedness (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Jan. 31, 2026	Aug. 01, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Change in fair value of convertible promissory notes	$ 1,407	$ 4,389
Convertible promissory notes at fair value		18,889
Convertible promissory note
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Aggregate amount of loan	4,300	10,000	$ 5,340	$ 10,000
Financing costs related to issuance of convertible promissory notes		4,500	$ 37
Change in fair value of convertible promissory notes	300	4,389
Convertible promissory notes at fair value	$ 4,600	$ 18,889

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments Held in Trust Account (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Cartesian Growth Corporation III
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Assets held in the Trust Account	$ 285,868,994	$ 283,377,276	$ 0

STOCK BASED COMPENSATION - Share-Based Compensation Awards Assumptions (Details) - Stock options - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
STOCK BASED COMPENSATION
Common stock grant date fair value per share		$ 3.23		$ 4.8
Minimum
STOCK BASED COMPENSATION
Expected term of options (years)	5 years	5 years	5 years	5 years 1 month 28 days
Risk free interest rate	3.83%	4.02%	3.72%	3.44%
Volatility	60.92%	64.37%	63.34%	62.55%
Common stock grant date fair value per share	$ 25.18		$ 3.23
Grant date fair value per share	$ 13.89	$ 1.87	$ 1.87	$ 2.73
Maximum
STOCK BASED COMPENSATION
Expected term of options (years)	6 years 25 days	6 years 21 days	6 years 21 days	6 years 25 days
Risk free interest rate	3.98%	4.43%	4.43%	4.51%
Volatility	65.79%	65.81%	65.81%	63.77%
Common stock grant date fair value per share	$ 27.78		$ 9.67
Grant date fair value per share	$ 17.42	$ 2.03	$ 7.29	$ 2.99

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SHAREHOLDERS' DEFICIT

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 10 - Common Stock

Total common shares issued and outstanding were 5,068,690 as of March 31, 2026.

NOTE 9 - COMMON STOCK

Each share of common stock entitles the holder to one vote, together with the Preferred Stockholders, on all matters submitted to a vote of the Company’s stockholders.

The Company had reserved the following shares of common stock for potential conversion of outstanding Preferred Stock and exercise of stock options and preferred stock warrants:



	As of December 31,
	2025	2024
Redeemable convertible preferred stock	18,349,937	18,349,937
Options to purchase common stock	5,546,772	5,085,269
Preferred stock warrants	295,559	295,559
Preferred stock issued upon conversion of convertible promissory notes	560,024	—
Restricted stock units	1,394,670	1,446,116
Total	26,146,962	25,176,881

(1)

(2)	The table above does not reflect an additional 1,329,263 shares available but not yet issued under the 2019 Stock Incentive Plan discussed in Note 11 - Stock Based Compensation.

NOTE 7. SHAREHOLDERS’ DEFICIT

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

The entire disclosure for equity.

Schedule of common stock reserved

COMMON STOCK (Tables)

12 Months Ended

Dec. 31, 2025

COMMON STOCK



	As of December 31,
	2025	2024
Redeemable convertible preferred stock	18,349,937	18,349,937
Options to purchase common stock	5,546,772	5,085,269
Preferred stock warrants	295,559	295,559
Preferred stock issued upon conversion of convertible promissory notes	560,024	—
Restricted stock units	1,394,670	1,446,116
Total	26,146,962	25,176,881

(1)

(2)	The table above does not reflect an additional 1,329,263 shares available but not yet issued under the 2019 Stock Incentive Plan discussed in Note 11 - Stock Based Compensation.

CONSOLIDATED STATEMENTS OF CASHFLOWS (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024
Cash, cash equivalents and restricted cash
Cash and cash equivalents	$ 25,449	$ 28,891	$ 41,719	$ 48,252
Restricted cash	884	881	3,186	3,169
Total cash, cash equivalents and restricted cash	$ 26,333	$ 29,772	$ 44,905	$ 51,421

Amount of cash and cash equivalent restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate.

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)			2 Months Ended	3 Months Ended	12 Months Ended
	May 01, 2025	Nov. 12, 2024	Dec. 31, 2024	Mar. 31, 2026	Dec. 31, 2025	May 02, 2025
RELATED PARTY TRANSACTIONS
Shares outstanding (in shares)			5,016,051	5,068,690	5,039,438
Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
Aggregate capital contributions			$ 25,000
Class B ordinary shares \| Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
Shares outstanding (in shares)			6,900,000	6,900,000	6,900,000
Sponsor \| Founder Shares \| Class A ordinary shares \| Transfer, assigning or selling first share \| Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
Restrictions on transfer period of time after business combination completion				1 year	1 year
Stock price trigger to transfer, assign or sell any shares of the company, after the completion of the initial business combination				$ 12	$ 12
Threshold trading days for transfer, assign or sale of shares, after the completion of the initial business combination				20 days	20 days
Threshold consecutive trading days for transfer, assign or sale of shares, after the completion of the initial business combination				30 days	30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days	150 days
Sponsor \| Founder Shares \| Class B ordinary shares \| Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
Aggregate capital contributions		$ 25,000
Share price per share ( in dollar per share)		$ 0.004
Number of share issued (in shares)	1,150,000	5,750,000
Shares outstanding (in shares)	6,900,000
Number of shares not subject to forfeiture by sponsor						900,000
Sponsor \| Founder Shares \| Class B ordinary shares \| Over- allotment options \| Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
Number of shares not subject to forfeiture by sponsor						900,000

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
PROPERTY AND EQUIPMENT
Depreciation expense	$ 882	$ 1,984	$ 6,067	$ 8,302
Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpense
PROPERTY AND EQUIPMENT
Depreciation expense	850	1,775
Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpenses
PROPERTY AND EQUIPMENT
Depreciation expense			5,511	7,464
Location, Statement of Income, Balance [Axis]: us-gaap:SellingGeneralAndAdministrativeExpense
PROPERTY AND EQUIPMENT
Depreciation expense	$ 32	$ 209	$ 556	$ 838

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

COMMITMENTS AND CONTINGENCIES - Registration Rights Agreement (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Cartesian Growth Corporation III
COMMITMENTS AND CONTINGENCIES
Registration rights agreement, filing threshold period	30 days	30 days

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)			2 Months Ended	3 Months Ended	12 Months Ended
	May 01, 2025	Nov. 12, 2024	Dec. 31, 2024	Mar. 31, 2026	Dec. 31, 2025	May 02, 2025
RELATED PARTY TRANSACTIONS
Shares outstanding (in shares)			5,016,051	5,068,690	5,039,438
Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
Aggregate capital contributions			$ 25,000
Cartesian Growth Corporation III \| Class B ordinary shares
RELATED PARTY TRANSACTIONS
Shares outstanding (in shares)			6,900,000	6,900,000	6,900,000
Cartesian Growth Corporation III \| Sponsor \| Founder Shares \| Class A ordinary shares \| Transfer, assigning or selling first share
RELATED PARTY TRANSACTIONS
Restrictions on transfer period of time after business combination completion				1 year	1 year
Stock price trigger to transfer, assign or sell any shares of the company, after the completion of the initial business combination				$ 12	$ 12
Threshold trading days for transfer, assign or sale of shares, after the completion of the initial business combination				20 days	20 days
Threshold consecutive trading days for transfer, assign or sale of shares, after the completion of the initial business combination				30 days	30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days	150 days
Cartesian Growth Corporation III \| Sponsor \| Founder Shares \| Class B ordinary shares
RELATED PARTY TRANSACTIONS
Aggregate capital contributions		$ 25,000
Share price per share ( in dollar per share)		$ 0.004
Number of share issued (in shares)	1,150,000	5,750,000
Shares outstanding (in shares)	6,900,000
Number of shares not subject to forfeiture by sponsor						900,000
Cartesian Growth Corporation III \| Sponsor \| Founder Shares \| Class B ordinary shares \| Over- allotment options
RELATED PARTY TRANSACTIONS
Number of shares not subject to forfeiture by sponsor						900,000

FAIR VALUE MEASURES - Narratives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
FAIR VALUE MEASUREMENTS
Assets, Level 1 to 2 Transfers	$ 1
Assets, Level 2 to 1 Transfers	2
Assets, into and out of Level 3 Transfers		$ 3
Liabilities, Level 1 to 2 Transfers	1
Liabilities, Level 2 to 1 Transfers	$ 2
Liabilities, into and out of Level 3 Transfers		$ 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis of presentation and foreign currency (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026 USD ($) subsidiary	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($) subsidiary	Dec. 31, 2024 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of subsidiaries \| subsidiary	4		4
Foreign exchange gain (loss) \| $	$ (487)	$ (51)	$ 52	$ (880)

SEGMENT INFORMATION - Capital expenditures by geographical location (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Jul. 31, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
SEGMENT INFORMATION
Property and equipment expenditures		$ 482	$ 172	$ 1,049	$ 1,023
Advances on property and equipment		$ 5		45	960
Proceeds from disposal of property and equipment from lease termination	$ (2,400)			(2,400)
Proceeds from disposal of property and equipment				(20)	(106)
Single reportable segment
SEGMENT INFORMATION
Property and equipment expenditures				1,049	1,023
Advances on property and equipment				45	960
Proceeds from disposal of property and equipment from lease termination				(2,400)
Proceeds from disposal of property and equipment				(20)	(106)
Total Capital Expenditures, net				(1,326)	1,877
Single reportable segment \| South Korea
SEGMENT INFORMATION
Property and equipment expenditures				118	68
Total Capital Expenditures, net				118	68
Single reportable segment \| United States
SEGMENT INFORMATION
Property and equipment expenditures				931	955
Advances on property and equipment				45	960
Proceeds from disposal of property and equipment from lease termination				(2,400)
Proceeds from disposal of property and equipment				(20)	(106)
Total Capital Expenditures, net				$ (1,444)	$ 1,809

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

REDEEMABLE CONVERTIBLE PREFERRED STOCK - Preferred stock (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) $ / shares shares	Mar. 31, 2026 USD ($)	Dec. 31, 2024 shares	Dec. 31, 2022 $ / shares
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redeemable preferred stock, Liquidation preference	$ 288,831
Redeemable convertible preferred stock \| shares	18,349,937		18,349,937
Conversion ratio	1
Minimum closing stock price \| $ / shares	$ 68.0262
Minimum proceeds from IPO	$ 200,000
Series A-1 redeemable convertible preferred stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redeemable preferred stock, Liquidation preference	$ 3,000	$ 3,000
Redeemable convertible preferred stock \| shares	1,234,568
Conversion price \| $ / shares				$ 2.43
Series A-2 redeemable convertible preferred stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redeemable preferred stock, Liquidation preference	$ 6,000	6,000
Redeemable convertible preferred stock \| shares	2,362,204
Conversion price \| $ / shares				2.54
Series B-1 redeemable convertible preferred stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redeemable preferred stock, Liquidation preference	$ 22,166	22,166
Redeemable convertible preferred stock \| shares	2,718,539
Conversion price \| $ / shares				8.15362
Series C-1 redeemable convertible preferred stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redeemable preferred stock, Liquidation preference	$ 28,423	28,423
Redeemable convertible preferred stock \| shares	3,570,724
Conversion price \| $ / shares				7.96
Series C-2 redeemable convertible preferred stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redeemable preferred stock, Liquidation preference	$ 26,857	26,857
Redeemable convertible preferred stock \| shares	2,513,698
Conversion price \| $ / shares				10.6842
Series D redeemable convertible preferred stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redeemable preferred stock, Liquidation preference	$ 202,385	$ 202,385
Redeemable convertible preferred stock \| shares	5,950,204
Conversion price \| $ / shares				$ 34.0131

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Ordinary Share (Details) - USD ($)		2 Months Ended		3 Months Ended		12 Months Ended
	Oct. 31, 2024	Dec. 31, 2024	Dec. 31, 2024	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Basic net income (loss) per ordinary share
Allocation of net income (loss)				$ (8,575,000)	$ (12,870,000)	$ (73,845,000)	$ (54,344,000)
Denominator:
Basic weighted average shares outstanding				5,056,994	5,016,149	5,026,704	5,009,250
Basic net income (loss) per ordinary share				$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Diluted net income (loss) per ordinary share
Allocation of net income (loss)				$ (8,575,000)	$ (12,870,000)	$ (73,845,000)	$ (54,344,000)
Denominator:
Diluted weighted average shares outstanding				5,056,994	5,016,149	5,026,704	5,009,250
Diluted net income (loss) per ordinary share				$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Cartesian Growth Corporation III
Denominator:
Dilutive securities	$ 0		$ 0	$ 0		$ 0
Cartesian Growth Corporation III \| Class A ordinary shares
Denominator:
Number of warrants exercisable				20,600,000		20,600,000
Cartesian Growth Corporation III \| Redeemable Class A
Basic net income (loss) per ordinary share
Allocation of net income (loss)				$ 1,344,334		$ 4,565,061
Denominator:
Basic weighted average shares outstanding				27,600,000		18,197,802
Basic net income (loss) per ordinary share				$ 0.05		$ 0.25
Diluted net income (loss) per ordinary share
Allocation of net income (loss)				$ 1,344,334		$ 4,509,295
Denominator:
Diluted weighted average shares outstanding				27,600,000		18,197,802
Diluted net income (loss) per ordinary share				$ 0.05		$ 0.25
Cartesian Growth Corporation III \| Non-redeemable Class B
Basic net income (loss) per ordinary share
Allocation of net income (loss)		$ (42,620)		$ 336,083	$ (20,449)	$ 1,654,008
Denominator:
Basic weighted average shares outstanding		6,900,000		6,900,000	6,900,000	6,593,407
Basic net income (loss) per ordinary share		$ (0.01)		$ 0.05	$ 0	$ 0.25
Diluted net income (loss) per ordinary share
Allocation of net income (loss)		$ (42,620)		$ 336,083	$ (20,449)	$ 1,709,774
Denominator:
Diluted weighted average shares outstanding		6,900,000		6,900,000	6,900,000	6,900,000
Diluted net income (loss) per ordinary share		$ (0.01)		$ 0.05	$ 0	$ 0.25

COMMITMENTS AND CONTINGENCIES - Other information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
COMMITMENTS AND CONTINGENCIES
Operating cash flows from operating leases	$ (489)	$ (493)	$ (1,954)	$ (2,053)
Financing cash flows from finance lease		$ (353)	$ (1,148)	$ (1,391)
Weighted-average remaining lease term - operating leases (years)	5 years 6 months		5 years 10 months 24 days	6 years 9 months 18 days
Weighted-average discount rate - operating leases	8.04%		8.05%	8.08%
Remaining lease term - finance lease (years)				8 years 9 months 18 days
Discount rate - finance lease				7.85%

SEGMENT INFORMATION (Details)	2 Months Ended	3 Months Ended		12 Months Ended
SEGMENT INFORMATION (Details)	Dec. 31, 2024 USD ($)	Mar. 31, 2026 USD ($) segment	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($) segment
SEGMENT INFORMATION
Number of reportable segment \| segment		1		1
Cartesian Growth Corporation III
SEGMENT INFORMATION
Number of reportable segment \| segment		1		1
Cash	$ 0	$ 396,210		$ 624,163
Investments held in Trust Account	0	285,868,994		283,377,276
General and administrative costs	42,620	811,301	$ 20,449	1,158,207
Interest earned on investments held in Trust Account		2,491,718		7,377,276
Single reportable segment \| Cartesian Growth Corporation III
SEGMENT INFORMATION
Cash		396,210		624,163
Investments held in Trust Account		285,868,994		283,377,276
General and administrative costs	$ 42,620	811,301	$ 20,449	1,158,207
Interest earned on investments held in Trust Account		$ 2,491,718		$ 7,377,276

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

STOCK BASED COMPENSATION - Stock options (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
STOCK BASED COMPENSATION
Unrecognized stock-based compensation expense	$ 6,803	$ 7,426	$ 10,514
Unrecognized stock-based compensation expense recognition period	4 years	4 years	4 years
Stock options subject to performance conditions
STOCK BASED COMPENSATION
Unrecognized stock-based compensation expense	$ 656	$ 656

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

COMMITMENTS AND CONTINGENCIES - Registration Rights (Details) - Cartesian Growth Corporation III - Registration Rights - Cantor	May 01, 2025 item
COMMITMENTS AND CONTINGENCIES
Number of demands	3
Demand period from sales in IPO	5 years
Piggy Back period from sales in IPO	7 years

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

CONVERTIBLE PROMISSORY NOTES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of components of the company's indebtedness

The following table shows the components of the Company’s indebtedness (in thousands):



		Three Months Ended
		March 31, 2026
Convertible promissory notes principal balance		$	4,300
Change in fair value			300
Total convertible promissory notes, at fair value		$	4,600

The following table shows the components of the Company’s indebtedness (in thousands):



		Year ended December 31,
		2025			2024
Convertible promissory notes principal balance		$	10,000		$	—
Financing costs related to issuance of convertible promissory notes			4,500			—
Change in fair value			4,389			—
Total convertible promissory notes, at fair value		$	18,889		$	—

SEGMENT INFORMATION (Details) - segment	3 Months Ended	12 Months Ended
SEGMENT INFORMATION (Details) - segment	Mar. 31, 2026	Dec. 31, 2025
SEGMENT INFORMATION
Number of operating segments	1	1
Number of reportable segments	1	1

FAIR VALUE MEASUREMENTS

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 3 - Fair Value Measures

The Company’s financial assets subject to fair value measurements on a recurring basis. The following table presents information about the Company’s financial assets and liabilities measured at fair value and the level of input utilized to determine such fair values (in thousands):



	Fair value measurements as of March 31, 2026
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	10,245	$	10,245	$	—	$	—
Money market (included in restricted cash)		884		884		—		—
Total Assets	$	11,129	$	11,129	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	681	$	—	$	—	$	681
Warrant liability Series D		2,803		—		—		2,803
Convertible promissory notes – related parties		20,296		—		—		20,296
Convertible promissory notes		4,600		—		—		4,600
Total Liabilities	$	28,380	$	—	$	—	$	28,380



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes – related parties		18,889		—		—		18,889
Convertible promissory notes		—		—		—		—
Total Liabilities	$	22,267	$	—	$	—	$	22,267



							Convertible
							Promissory
			Warrant		Warrant		Notes		Convertible
			Liability		Liability		Related		Promissory
	Total		Series B - 1		Series D		Parties		Notes
December 31, 2024	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		—		—		—		—		—
Loss on issuance		—		—		—		—		—
Change in fair value		—		—		—		—		—
March 31, 2025	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		10,000		—		—		10,000		—
Loss on issuance		4,500		—		—		4,500		—
Change in fair value		6,619		494		1,736		4,389		—
December 31, 2025	$	22,267	$	608	$	2,770	$	18,889	$	—
Issuance of convertible promissory notes		4,300		—		—		—		4,300
Loss on issuance		—		—		—		—		—
Change in fair value		1,813		73		33		1,407		300
March 31, 2026	$	28,380	$	681	$	2,803	$	20,296	$	4,600

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable, accrued expenses, and other current liabilities.

Warrant Liability Series B-1

In connection with the issuance of Series B-1 redeemable convertible preferred stock of the Company (“Series B-1”) on October 28, 2019, the Company entered into a warrant agreement with Massachusetts Development Finance Agency, or its registered assignees to purchase 19,930 Series B-1 redeemable convertible preferred stock (“Series B-1 Warrant Agreements”). The warrant was issued at a purchase price of $0.81 per share, with a maturity date of February 1, 2029, or the closing of the Company’s Initial Public Offering.

Warrant Liability Series D

In connection with the issuance of Series D redeemable convertible preferred stock of the Company (“Series D”) on November 30, 2021, the Company entered into a warrant for preferred stock with each of Mercedes-Benz Investment Company LLC and Stellantis(each a “Holder”) (“Series D Agreement”). Upon closing of the Series D Agreement, Mercedes-Benz Investment Company LLC and its affiliates (“Mercedes-Benz”) and Stellantis became related parties to the Company. During 2022, the Warrant Agreements were amended and restated with both Stellantis and Mercedes-Benz to eliminate certain milestone-based provisions. The Amended Warrants modified the original agreements by setting the number of shares issuable upon exercise at a fixed 137,814 shares per Holder at a fixed price of $27.2105 per share. The warrants have a maturity date of February 1, 2029, or the closing of the Company’s Initial Public Offering. The Amended Warrants remain consistent with the Warrant Agreements to require settlement through the issuance of the then most senior redeemable convertible preferred stock of the Company to the Holder. At inception, the monetary value of the obligation is based on a fixed monetary amount known at inception.

To estimate the fair value of the Series B-1 and D Warrant Agreements, the Company applied the Probability Weighted Equity Return Method (“PWERM”). Under this approach, the Company develops multiple scenarios and ascribes a probability weighting to each scenario and related estimated fair value. Key inputs and assumptions in the PWERM include the probability and the estimated value of the security in each liquidity scenario, in addition to scenario specific assumptions. The two scenarios used in the valuation of the Series B-1 and D Warrant Agreements are a SPAC Exit scenario and Option Pricing Method scenario. The Company applied a 90% weighting to the SPAC Exit Scenario and 10% to the Option Pricing Method (“OPM”) scenario as of March 31, 2026. The Company applied a 75% weighting to the SPAC Exit Scenario and 25% to the OPM scenario as of December 31, 2025.

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of March 31, 2026:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.20			0.20
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31, 2025:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.38			0.38
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The significant unobservable inputs used in the fair value measurement of the Series B-1 and D warrant liability in the SPAC Exit scenario are the discount rate and the expected life. The future projected price per share is estimated based on the SPAC purchase price as outlined in the Company’s Business Combination Agreement. The discount rate reflects current market assessments of the time of value of money and the risks specific to the Company given its stage of development.

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of March 31, 2026:



		Series B-1			Series D
Share value		$	18.16		$	33.61
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.8	%		3.8	%
Expected life (in years)			2			2
Expected dividends			—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



		Series B-1			Series D
Share value		$	18.14		$	33.71
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.5	%		3.5	%
Expected life (in years)			2			2
Expected dividends			—			—

The significant unobservable inputs used in the fair value measurement of the Series B-1 and D warrant liability in the OPM scenario are the equity value of the Company, the expected life and assumed volatility. The equity value of the Company is derived from a discounted cash flow analysis based on the Company’s best estimates of future cash flows. The assumptions underlying these valuations include projected future revenue and cash flows, discount rates, market adjustments and multiples, selection of comparable companies, the lack of marketability of our equity, and probability of possible future events, including the expected time to liquidity. These underlying assumptions represent our best estimates at the time they were made, which involves inherent uncertainty and the application of judgment. Changes to the key assumptions and estimates used in the valuations could result in materially different fair values of our common and preferred stock at each valuation date.

The expected life is based upon the fact that the Warrant Agreements would not persist through a liquidity event, and therefore the expected life is based upon management’s estimated holding period to an exit/liquidity event. The expected volatility is based upon observed historical volatilities of a cohort of guideline public companies. Equity allocation mechanics are based upon the distribution waterfall as outlined in the Company’s operating agreement. Significant increases (decreases) in the equity value, the expected life, or the assumed volatility, could result in significantly higher (lower) fair value measurements.

As of March 31, 2026, the Company had reserved 295,558 shares of common stock for potential conversion of Series B-1 and D Warrants.

Convertible Promissory Notes – Related Parties

To estimate the fair value of the August 2025 Notes, the Company applied the SBM method. The fair value of the August 2025 Notes includes an estimate of the value of accrued interest. The significant unobservable inputs used in the fair value measurement of the August 2025 Notes are the underlying share value, the expected life, assumed volatility, assumed discount rate, share value, and the probability of scenarios.

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Series D
		Three Months Ended
		March 31, 2026
SPAC Exit Scenario			85	%
Qualified Financing Scenario			7.5	%
Dissolution Scenario			7.5	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.7	%
Expected life (in years)			0.50
Assumed discount rate			20	%
Share value		$	37.35

The assumptions used in determining the fair value of the August 2025 Notes under the SBM as of December 31, 2025, were as follows:



		Series D
		December 31, 2025
SPAC Exit Scenario			75	%
Qualified Financing Scenario			15	%
Dissolution Scenario			10	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.50	%
Expected life (in years)			0.75
Assumed discount rate			20	%
Share value		$	34.47

To estimate the share value of the Series D redeemable convertible preferred stock we used a PWERM. The two scenarios used in the estimation of the Series D redeemable convertible preferred stock are a SPAC Exit scenario and Option Pricing Method scenario. As of March 31, 2026, we applied a 85% weighting to the SPAC Exit scenario and 15% weighting to the Option Pricing Method scenario.

Convertible Promissory Notes

To estimate the fair value of the January 2026 Notes, the Company applied the SBM method. The fair value of the January 2026 Notes includes an estimate of the value of accrued interest. The significant unobservable inputs used in the fair value measurement of the January 2026 Notes are the underlying share value, the expected life, assumed volatility, assumed discount rate, share value, and the probability of scenarios.

The assumptions used in determining the fair value of the January 2026 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Three Months Ended
		March 31, 2026		January 26, 2026
SPAC Exit Scenario		85	%	80	%
Qualified Financing Scenario		7.5	%	10	%
Dissolution Scenario		7.5	%	10	%
Expected life (in years)		0.50		0.68
Assumed discount rate		20	%	20	%

NOTE 3 - FAIR VALUE MEASURES

Certain assets and liabilities are reported on a recurring basis at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (at exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1 - Quoted prices are available in active markets for identical assets or liabilities.

Level 2 - Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and the level of input utilized to determine such fair values (in thousands):



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes		18,889		—		—		18,889
Total Liabilities	$	22,267	$	—	$	—	$	22,267



	Fair value measurements as of December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	34,241	$	34,241	$	—	$	—
Money market (included in restricted cash)		3,169		3,169		—		—
Total Assets	$	37,410	$	37,410	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	114	$	—	$	—	$	114
Warrant liability Series D		1,034		—		—		1,034
Convertible promissory notes		—		—		—		—
Total Liabilities	$	1,148	$	—	$	—	$	1,148

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the years ended December 31, 2025, and 2024.



					Warrant Liability			Warrant Liability		Convertible
		Total			Series B-1			Series D		Promissory Notes
December 31, 2023		$	1,636		$	165		$	1,471	$	—
Change in fair value			(488)			(51)			(437)		—
December 31, 2024		$	1,148		$	114		$	1,034	$	—
Issuance of convertible promissory notes		$	10,000		$	—		$	—	$	10,000
Financing costs related to issuance of convertible promissory notes			4,500			—			—		4,500
Change in fair value			6,619			494			1,736		4,389
December 31, 2025		$	22,267		$	608		$	2,770	$	18,889

Warrant Liability Series B-1

Warrant Liability Series D

In connection with the issuance of Series D redeemable convertible preferred stock of the Company (“Series D”) on November 30, 2021, the Company entered into a warrant for preferred stock with each of Mercedes-Benz Investment Company LLC and Stellantis (each a “Holder”) (“Series D Agreement”). Upon closing of the Series D Agreement, Mercedes-Benz Investment Company LLC and its affiliates (“Mercedes-Benz”) and Stellantis became related parties to the Company. During 2022, the Warrant Agreements were amended and restated with both Stellantis and Mercedes-Benz to eliminate certain milestone- based provisions. The Amended Warrants modified the original agreements by setting the number of shares issuable upon exercise at a fixed 137,814 shares per Holder at a fixed price of $27.2105 per share. The warrants have a maturity date of February 1, 2029, or the closing of the

Company’s Initial Public Offering. The Amended Warrants remain consistent with the Warrant Agreements to require settlement through the issuance of the then most senior redeemable convertible preferred stock of the Company to the Holder. At inception, the monetary value of the obligation is based on a fixed monetary amount known at inception.

To estimate the fair value of the Series B-1 and D Warrant Agreements, the Company applied the Probability Weighted Equity Return Method (“PWERM”). Under this approach, the Company develops multiple scenarios and ascribes a probability weighting to each scenario and related estimated fair value. Key inputs and assumptions in the PWERM include the probability and the estimated value of the security in each liquidity scenario, in addition to scenario specific assumptions. The two scenarios used in the valuation of the Series B-1 and D Warrant Agreements are a SPAC Exit scenario and Option Pricing Method scenario. The Company applied a 75% weighting to the SPAC Exit Scenario and 25% to the Option Pricing Method (“OPM”) scenario as of December 31, 2025.

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31 2025:



	Series B-1			Series D
Discount rate		25	%		25	%
Expected life (in years)		0.38			0.38
Future projected price per share	$	37.76		$	37.76
Strike price	$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



	Series B-1			Series D
Share value	$	18.14		$	33.71
Assumed volatility		90	%		37	%
Assumed risk-free interest rate		3.5	%		3.5	%
Expected life (in years)		2			2
Expected dividends		—			—

distribution waterfall as outlined in the Company’s operating agreement. Significant increases (decreases) in the equity value, the expected life, or the assumed volatility, could result in significantly higher (lower) fair value measurements.

To estimate the fair value of the Series B-1 and D Warrant Agreements, the Company applied the OPM allocation model as of December 31, 2024.

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements, as of December 31, 2024:



	Series B-1		Series D
Assumed volatility	75	%	75	%
Assumed risk-free interest rate	4.29	%	4.29	%
Expected life (in years)	2.5		2.5
Expected dividends	—		—

The significant unobservable inputs used in the fair value measurement of the Series B-1 and D warrant liability are the equity value of the Company, the expected life and assumed volatility. The equity value of the Company is derived from the issuance and sale price of D Preferred Stock, including rights and preferences of Series B-1 and D Preferred Stock relative to other equity interests, and is market adjusted based on peer company results from the time of the financing to the time of the valuation.

As of December 31, 2025, the Company had reserved 295,558 shares of common stock for potential conversion of Series B-1 and D Warrants.

Convertible Promissory Notes

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the year ended December 31, 2025, were as follows:



		Series D, year ended			Series D, August 1,
		December 31, 2025			2025
SPAC Exit Scenario			75	%		25	%
Qualified Financing Scenario			15	%		50	%
Dissolution Scenario			10	%		25	%
Assumed volatility			40	%		40	%
Assumed risk-free interest rate			3.50	%		3.70	%
Expected life (in years)			0.75			1.16
Assumed discount rate			20	%		20	%
Share value		$	34.47		$	27.66

As of August 1, 2025 we applied a 25% weighting to the SPAC Exit scenario and 75% weighting to the Option Pricing Method scenario. As of December 31, 2025, we applied a 75% weighting to the SPAC Exit scenario and 25% weighting to the Option Pricing Method scenario.

Fair Value Measurements on a Non-Recurring Basis

The Company measured certain property and equipment to fair value on a non-recurring basis during the year ended December 31, 2025, related to the exit of a finance lease as further described in Note 7, using Level 3 inputs. Such assets were disposed of upon the Company’s exit from the lease in October 2025 and were derecognized at that time.

NOTE 8. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.



		Level		March 31, 2026			December 31, 2025
Investments held in Trust Account		1		$	285,868,994		$	283,377,276

The fair value of the public warrants at issuance was $3,132,600 or $0.227 per public warrant. The fair value of the private warrants at issuance was $1,567,638 or $0.231 per private warrant. The fair value of public and private warrants were determined using Monte Carlo Simulation Model. The public and private warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the public and private warrants



	May 5, 2025
Volatility		5.7	%
Risk free rate		3.79	%
Market implied likelihood of completing a Business Combination		17.2	%
Share price	$	9.886
Weighted terms (Yrs)		2.86

The market implied likelihood of completing a Business Combination was determined by analyzing the quoted market prices of the rights for similar companies that included rights in their units. The criteria used was:



Criteria		Low		High
IPO proceeds ($M)		55		250
Warrant coverage		—		1
Rights coverage (per unit)		0.05		0.20
Remaining months to complete		9		22

NOTE 8. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2025, investments held in the Trust Account were held in mutual funds primarily invested in U.S. Treasury Bills with a maturity of 185 days or less. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The following table presents information about the Company’s assets and liabilities that are measured at fair value as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:



	Level		December 31, 2025			December 31, 2024
Investments held in Trust Account	1		$	283,377,276		$	—

The fair value of the public warrants was $3,132,600 or $0.227 per public warrant, and the fair value of the private placement warrants was $1,567,638 or $0.231 per private placement warrant. The fair value of both the public and private placement warrants was determined using Monte Carlo Simulation Model. Both instruments are classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the public and private placement warrants:



	May 5, 2025
Volatility		5.7	%
Risk free rate		3.79	%
Market implied likelihood of completing a Business Combination		17.2	%
Share price	$	9.886
Weighted terms (Yrs)		2.86



Criteria		Low		High
IPO proceeds ($M)		55		250
Warrant coverage		—		1
Rights coverage (per unit)		0.05		0.20
Remaining months to complete		9		22

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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COMMITMENTS AND CONTINGENCIES - PIPE Financing (Details) - Cartesian Growth Corporation III - Private placement - New Factorial Series A Common Stock - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
COMMITMENTS AND CONTINGENCIES
Shares issued during the period	9,927,184	9,927,184
Share price per share (in dollar per share)	$ 10.08	$ 10.08
Redemption price (in dollars per share)	$ 10.3	$ 10.3
Gross proceeds from issuance	$ 100,000,000	$ 100,000,000
Institutional Investors
COMMITMENTS AND CONTINGENCIES
Share price per share (in dollar per share)	$ 9.09	$ 9.09
Number of shares subscribed	7,500,000	7,500,000
Subscription price per share (in dollars per share)	$ 10	$ 10
Shares transferred	750,000	750,000
Sponsor Investors
COMMITMENTS AND CONTINGENCIES
Share price per share (in dollar per share)	$ 9.34	$ 9.34
Redemption price (in dollars per share)	$ 10.3	$ 10.3
Number of shares subscribed	2,427,184	2,427,184
Shares transferred	250,000	250,000

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
ACCRUED EXPENSES
Accrued compensation and benefits	$ 838	$ 760	$ 1,066
Accrued audit and tax services	166	67	140
Accrued legal and professional	320	172	29
Accrued transaction costs	2,327	1,423
Accrued other	477	559	788
Total accrued expenses	$ 4,128	$ 2,981	$ 2,023

COMMON STOCK

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

COMMON STOCK

COMMON STOCK

Note 10 - Common Stock

Total common shares issued and outstanding were 5,068,690 as of March 31, 2026.

NOTE 9 - COMMON STOCK

Each share of common stock entitles the holder to one vote, together with the Preferred Stockholders, on all matters submitted to a vote of the Company’s stockholders.

The Company had reserved the following shares of common stock for potential conversion of outstanding Preferred Stock and exercise of stock options and preferred stock warrants:



	As of December 31,
	2025	2024
Redeemable convertible preferred stock	18,349,937	18,349,937
Options to purchase common stock	5,546,772	5,085,269
Preferred stock warrants	295,559	295,559
Preferred stock issued upon conversion of convertible promissory notes	560,024	—
Restricted stock units	1,394,670	1,446,116
Total	26,146,962	25,176,881

(1)

(2)	The table above does not reflect an additional 1,329,263 shares available but not yet issued under the 2019 Stock Incentive Plan discussed in Note 11 - Stock Based Compensation.

The entire disclosure for equity.

INCOME TAXES - Components of the Company's loss before income taxes (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Loss before income taxes:
Domestic			$ (74,059)	$ (50,284)
Foreign			214	(4,060)
Loss before provision for income taxes	$ (8,575)	$ (12,870)	$ (73,845)	$ (54,344)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2026
Document and Entity Information
Document Type	S-1
Entity Registrant Name	FACTORIAL ENERGY INC.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0002049662
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS $ in Thousands	Dec. 31, 2024 USD ($)
Current assets:
Cash and cash equivalents	$ 48,252
Receivables under collaboration agreements (includes $0 and $1,000 as related party as of March 31, 2026, and December 31, 2025, respectively)	589
Deferred transaction costs	0
Prepaid expenses and other current assets (includes $1,110 and $0 as related party as of December 31, 2025, and 2024, respectively)	797
Total current assets	49,638
Restricted cash	3,169
Property and equipment, net	47,690
Operating lease right-of-use assets, net	8,769
Finance lease right-of-use assets, net	6,767
Total Assets	116,033
Current liabilities:
Accounts payable (includes $190 and $0 as related party, as of December 31, 2025, and 2024, respectively)	472
Accrued expenses	2,023
Operating lease liabilities, current portion	1,211
Financing lease liabilities, current portion	713
Total current liabilities	4,419
Operating lease liabilities, net of current portion	8,537
Financing lease liabilities, net of current portion	8,773
Warrant liabilities for Series B-1 and Series D redeemable convertible preferred stock (includes $2,803 and $2,770 to related parties as of March 31, 2026, and December 31, 2025, respectively)	1,148
Total Liabilities	22,877
Commitments and contingencies (Note 8)
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	249,652
Additional paid-in capital	25,193
Accumulated deficit	(181,731)
Accumulated other comprehensive (loss) income	76
Treasury stock, at cost; 108,466 shares as of December 31, 2025, and 2024	(34)
Total Shareholders' Deficit	(156,496)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit	116,033
Series A-1 redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	327
Series A-2 redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	655
Series B-1 redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	2,169
Series C-1 redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	28,303
Series C-2 redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	26,013
Series D redeemable convertible preferred stock
Current liabilities:
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	$ 192,185

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - Cartesian Growth Corporation III - USD ($)	May 05, 2025	May 01, 2025	Dec. 31, 2025	Dec. 17, 2025
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Transaction costs	$ 18,821,468
Cash underwriting fee	4,800,000
Deferred offering costs	13,140,000
Other offering costs	$ 881,468
Minimum aggregate fair market value as a percentage of the net assets held in the trust account	80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination	50.00%
Percentage of outstanding shares will be redeemed	100.00%
Threshold business days for computation of redemption price	2 days
Price per share place in trust account	$ 10
Threshold business days for redemption of public shares	10 days
Maximum dissolution expenses	$ 100,000
Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares issued for each warrant	1
Exercise price of warrants	$ 11.5
Cantor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deferred offering costs				$ 13,140,000
Initial public offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units offered	27,600,000
Price per unit	$ 10
Gross proceeds from issuance of initial public offering	$ 276,000,000
Number of redeemable warrant per unit	0.5
Initial public offering \| Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares per unit	1
Number of shares issued for each warrant	1
Exercise price of warrants	$ 11.5		$ 11.5
Over- allotment options
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units offered	3,600,000	3,600,000
Cash underwriting fee	$ 4,800,000
Deferred offering costs	$ 13,140,000
Private placement \| Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued	6,800,000
Issue price of warrants	$ 1
Gross proceeds from issuance of private placement	$ 6,800,000
Number of shares issued for each warrant	1
Private placement \| Related Party \| Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Exercise price of warrants	$ 11.5
Private placement \| Related Party \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued	4,400,000
Private placement \| Related Party \| Cantor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued	2,400,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024
Cash, cash equivalents and restricted cash
Cash and cash equivalents	$ 25,449	$ 28,891	$ 41,719	$ 48,252
Restricted cash	884	881	3,186	3,169
Total cash, cash equivalents and restricted cash	$ 26,333	$ 29,772	$ 44,905	$ 51,421

STOCK BASED COMPENSATION - Weighted average assumptions RSUs (Details) - Restricted stock units	12 Months Ended
	Dec. 31, 2024
STOCK BASED COMPENSATION
Volatility	75.00%
Risk free interest rate	4.00%
Expected dividend yield	0.00%
Expected term of options (years)	3 years

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SHAREHOLDERS' DEFICIT (Details)			2 Months Ended	3 Months Ended	12 Months Ended
SHAREHOLDERS' DEFICIT (Details)	May 01, 2025 shares	Nov. 12, 2024 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2026 Vote $ / shares shares	Dec. 31, 2025 Vote $ / shares shares	Jun. 05, 2026 $ / shares	Dec. 07, 2025 $ / shares	May 02, 2025 shares	Mar. 31, 2025 shares	Dec. 31, 2023 shares
SHAREHOLDERS' DEFICIT
Ordinary shares, authorized (in shares)			32,000,000	32,000,000	32,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001		$ 0.00001
Ordinary shares, shares issued (in shares)			5,016,051	5,068,690	5,039,438
Ordinary shares, outstanding (in shares)			5,016,051	5,068,690	5,039,438
Temporary shares, shares outstanding (in shares)			18,349,937	18,349,937	18,349,937				18,349,937	18,349,937
Cartesian Growth Corporation III
SHAREHOLDERS' DEFICIT
Preference shares, shares authorized (in shares)			1,000,000	1,000,000	1,000,000
Preference shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Preference shares, shares outstanding (in shares)			0	0	0
Preference shares, shares issued (in shares			0	0	0
Aggregate capital contributions \| $			$ 25,000
Post Business Combination Entity \| Cartesian Growth Corporation III
SHAREHOLDERS' DEFICIT
Common stock conversion ratio				1	1
Issued and outstanding shares of public offering, percentage				20.00%	20.00%
Number of voting right per share (in vote) \| Vote				1	1
Minimum percentage of ordinary shares voted for appointments of Directors				50.00%	50.00%
Minimum percentage of votes required to amends the provisions of Article				90.00%	90.00%
Class A ordinary shares \| Cartesian Growth Corporation III
SHAREHOLDERS' DEFICIT
Ordinary shares, authorized (in shares)			200,000,000	200,000,000	200,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Class A ordinary shares \| Subsequent Event
SHAREHOLDERS' DEFICIT
Ordinary shares, par value (in dollars per share) \| $ / shares						$ 0.00001
Class A ordinary shares subject to redemption \| Cartesian Growth Corporation III
SHAREHOLDERS' DEFICIT
Temporary shares, shares outstanding (in shares)			0	27,600,000	27,600,000
Class A ordinary shares not subject to redemption \| Cartesian Growth Corporation III
SHAREHOLDERS' DEFICIT
Ordinary shares, shares issued (in shares)			0	0	0
Ordinary shares, outstanding (in shares)			0	0	0
Class B ordinary shares \| Cartesian Growth Corporation III
SHAREHOLDERS' DEFICIT
Ordinary shares, authorized (in shares)			20,000,000	20,000,000	20,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, shares issued (in shares)			6,900,000	6,900,000	6,900,000
Ordinary shares, outstanding (in shares)			6,900,000	6,900,000	6,900,000
Class B ordinary shares \| Subsequent Event
SHAREHOLDERS' DEFICIT
Ordinary shares, par value (in dollars per share) \| $ / shares						$ 0.00001
Class B ordinary shares \| Sponsor \| Founder Shares \| Cartesian Growth Corporation III
SHAREHOLDERS' DEFICIT
Number of share issued (in shares)	1,150,000	5,750,000
Ordinary shares, outstanding (in shares)	6,900,000
Aggregate capital contributions \| $		$ 25,000
Price per unit \| $ / shares		$ 0.004
Number of shares not subject to forfeiture by sponsor								900,000

INCOME TAXES - Components of the Company's deferred tax assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred Tax Assets
Depreciation	$ 707	$ 69
Lease liability	2,247	5,062
Capitalized research and development costs	8,670	9,445
Stock compensation	3,065	1,549
Other	2	48
Net operating losses	46,467	31,292
Research and development credits	5,063	5,063
Gross Deferred Tax Assets	66,221	52,528
Valuation allowance	(64,142)	(48,312)
Deferred tax assets, net	2,079	4,216
Deferred Tax Liabilities
Deferred Tax Liabilities, Leasing Arrangements	1,994	4,089
Unrealized exchange gain	(85)	(127)
Deferred tax liabilities, net	$ (2,079)	$ (4,216)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS $ in Thousands	3 Months Ended
	Mar. 31, 2026 USD ($) $ / shares shares
Operating expenses:
Research and development, net (includes $0 and $24 of related party research and development reimbursement, net, during the three months ended March 31, 2026, and 2025, respectively)	$ (1,942)
Selling, general and administrative (includes $88 and $44 of related party expenses, during the three months ended March 31, 2026, and 2025, respectively)	(4,549)
Loss from operations	(6,491)
Other (expense) income, net:
Financing costs related to issuance of convertible promissory notes	(37)
Change in fair value of convertible promissory notes	(1,407)
Change in fair value of warrant liabilities (includes related party loss of $33 and $0 during the three months ended March 31, 2026, and 2025, respectively)	(106)
Other (expenses) income, net	(234)
Other income	(2,084)
Loss before provision for income taxes	(8,575)
Net income (loss)	(8,575)
Net loss attributable to common stockholders - basic (Note 12)	(8,575)
Net loss attributable to common stockholders - diluted (Note 12)	$ (8,575)
Basic net income (loss) per share (In dollars per share) \| $ / shares	$ (1.7)
Diluted net income (loss) per share (In dollars per share) \| $ / shares	$ (1.7)
Basic weighted average shares outstanding (In shares) \| shares	5,056,994
Diluted weighted average shares outstanding (In shares) \| shares	5,056,994
Related party
Operating expenses:
Research and development, net (includes $0 and $24 of related party research and development reimbursement, net, during the three months ended March 31, 2026, and 2025, respectively)	$ 0
Selling, general and administrative (includes $88 and $44 of related party expenses, during the three months ended March 31, 2026, and 2025, respectively)	(88)
Other (expense) income, net:
Change in fair value of convertible promissory notes	(1,407)
Change in fair value of warrant liabilities (includes related party loss of $33 and $0 during the three months ended March 31, 2026, and 2025, respectively)	33
Non related party
Other (expense) income, net:
Change in fair value of convertible promissory notes	$ (300)

FAIR VALUE MEASUREMENTS - Criteria for determining market implied likelihood of completing a business combination measurement input (Details) - Public Warrants - Market implied likelihood of completing a Business Combination - Cartesian Growth Corporation III	May 05, 2025 USD ($) $ / shares
Minimum
FAIR VALUE MEASUREMENTS
IPO proceeds ($M) \| $	$ 55
Rights coverage (per unit) \| $ / shares	$ 0.05
Remaining months to complete	9 months
Maximum
FAIR VALUE MEASUREMENTS
IPO proceeds ($M) \| $	$ 250
Warrant coverage	1
Rights coverage (per unit) \| $ / shares	$ 0.2
Remaining months to complete	22 months

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2026	Dec. 31, 2025
Cartesian Growth Corporation III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cartesian Growth Corporation III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on October 29, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Prior to the consummation of its initial public offering (“Initial Public Offering”), the Company had not, nor had anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of March 31, 2026, the Company has not commenced any operations. All activity for the period from October 29, 2024 (inception) through March 31, 2026 relates to the Company’s formation and the Initial Public Offering, which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. Subsequent to the Initial Public Offering, the Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, which have been placed in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is CGC III Sponsor LLC (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on May 1, 2025. On May 5, 2025, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,800,000 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the Initial Public Offering, at a price of $1.00 per warrant, generating gross proceeds of $6,800,000. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and Cantor purchased 2,400,000 Private Placement Warrants. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $18,821,468, consisting of $4,800,000 of cash underwriting fee, $13,140,000 of deferred underwriting fee and $881,468 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on May 5, 2025, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Warrants, was placed in a trust account (the “Trust Account”) and initially invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering, or by such earlier date as the Company’s board of directors may approve, or such other time period in which the Company must complete an initial Business Combination pursuant to an amendment to the Company’s amended and restated memorandum and articles of association (the “Articles”) approved by the Company’s shareholders (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Articles to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then-outstanding public shares. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, CGC III Sponsor DirectorCo LLC (“DirectorCo”), and the Company’s officers and directors have entered into letter agreements with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Articles; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the Company’s independent registered public accounting firm), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar tax that may be due or payable), provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cartesian Growth Corporation III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on October 29, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Prior to the consummation of its initial public offering (“Initial Public Offering”), the Company had not, nor had anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of December 31, 2025, the Company has not commenced any operations. All activity for the period from October 29, 2024 (inception) through December 31, 2025 relates to the Company’s formation and the Initial Public Offering, which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. Subsequent to the Initial Public Offering, the Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, which have been placed in the Trust Account. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is CGC III Sponsor LLC (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on May 1, 2025. On May 5, 2025, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,800,000 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the Initial Public Offering, at a price of $1.00 per warrant, generating gross proceeds of $6,800,000. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and Cantor purchased 2,400,000 Private Placement Warrants. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $18,821,468, consisting of $4,800,000 of cash underwriting fee, $13,140,000 of deferred underwriting fee and $881,468 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on May 5, 2025, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Warrants, was placed in a trust account (the “Trust Account”) and initially invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering, or by such earlier date as the Company’s board of directors may approve, or such other time period in which the Company must complete an initial Business Combination pursuant to an amendment to the Company’s amended and restated memorandum and articles of association (the “Articles”) approved by the Company’s shareholders (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Articles to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then-outstanding public shares. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, CGC III Sponsor DirectorCo LLC (“DirectorCo”), and the Company’s officers and directors have entered into letter agreements with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Articles; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the Company’s independent registered public accounting firm), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar tax that may be due or payable), provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

Use of Estimates

Collaboration Arrangements and Partnership Agreements

Deferred Transaction Costs

Convertible Promissory Notes, Fair Value

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements – Not Yet Adopted

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Use of Estimates

Foreign Currency

Cash, Cash Equivalents and Restricted Cash

Property and Equipment

Depreciation is computed using the straight-line method over the following estimated useful lives:



Assets		Years
Leasehold improvements		Lesser of lease term or useful life
Machinery and equipment		7-10
Furniture and fixtures		5
Computer and software		3
Buildings		20
Building Fixtures		7

Collaboration Arrangements

Reserve for Credit Losses

Research and Development

Deferred Transaction Costs

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to transaction costs. Prior to the completion of the transaction (potential business combination with Cartesian Growth Corporation III as mentioned in Note 1), direct transaction costs are capitalized as deferred transaction costs. If the transaction is completed, the deferred transaction costs are charged to additional paid-in capital and offset the proceeds received from the potential business combination. As of December 31, 2025, and 2024, the Company had $1,423 and $0 of deferred transaction costs incurred, respectively.

Redeemable Convertible Preferred Stock Warrant Liabilities

Convertible Promissory Notes - Related Parties, Fair Value

Changes in the fair value of the Convertible Promissory Notes are recorded as gains or losses in the Company’s consolidated statements of operations in each reporting period. For the year ended December 31, 2025, the Company recorded a loss on the change in fair value of convertible promissory notes of $4,389.

Contingencies

The Company records accruals for contingencies when a loss is probable, and the amount of the loss can be reasonably estimated.

Leases

Stock-Based Compensation

Refer to Note 11 for further information.

Redeemable Convertible Preferred Stock

Concentrations of Credit Risk and Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements. For the years ended December 31, 2025 and 2024, the Company did not generate any revenue.

Net Loss Per Share

Income Taxes

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. After completion of the business combination described in Note 16, the Company expects it will be is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

New Accounting Pronouncements - Not Yet Adopted

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 23, 2026. The interim results for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Liquidity and Capital Resources and Going Concern

The Company’s liquidity needs up to March 31, 2026 had been satisfied through the loan from the Sponsor under an unsecured promissory note (the “Sponsor Promissory Note”) of up to $250,000 (see Note 5). As of March 31, 2026, the Company had $396,210 cash and a working capital deficit of $877,955.

In order to fund finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Completion Window.

Segment Reporting

The Company complies with ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements. The Company adopted ASU 2023-07 on January 1, 2024. The amendments will be applied retrospectively to all prior periods presented in the accompanying unaudited condensed financial statements (see Note 9).

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $396,210 and $624,163 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

Investments Held in Trust Account

As of March 31, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $285,868,994 and $283,377,276, respectively, were held in mutual funds primarily invested in U.S. Treasury Bills with a maturity of 185 days or less.

Investments held in the Trust Account are presented at fair value at each condensed balance sheet date, with unrealized gains and losses resulting from changes in fair value included in earnings as a component of interest and dividend income earned on investments held in the Trust Account in the accompanying statements of operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the relative fair value method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the public warrants and Private Placement Warrants were charged to shareholder’s deficit as public warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. Accordingly, as of March 31, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance cost		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276
Plus:
Remeasurement of carrying value to redemption value		2,491,718
Class A ordinary shares subject to possible redemption, March 31, 2026	$	285,868,994

Warrant Instruments

The Company accounted for the public warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of shares of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Remeasurement associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,600,000 Class A Ordinary Shares in the aggregate. As of March 31, 2026 and December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



		For the Three Months Ended March 31,
		2026						2025
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	1,344,334		$	336,083		$	—	$	(20,449)
Denominator:
Basic and diluted weighted average shares outstanding			27,600,000			6,900,000			—		6,900,000
Basic and diluted net income (loss) per ordinary share		$	0.05		$	0.05		$	—	$	(0.00)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Liquidity and Capital Resources and Going Concern

The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan from the Sponsor under an unsecured promissory note (the “Sponsor Promissory Note”) of up to $250,000 (see Note 5). As of December 31, 2025, the Company had $624,163 cash and a working capital deficit of $94,730.

In order to fund finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans.

Segment Reporting

Emerging Growth Company Status

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $624,163 and $0 in cash and no cash equivalents as of December 31, 2025 and 2024, respectively.

Investments Held in Trust Account

As of December 31, 2025, the assets held in the Trust Account, amounting to $283,377,276, were held in mutual funds primarily invested in U.S. Treasury Bills with a maturity of 185 days or less. At December 31, 2024, there were no assets held in the Trust Account.

Investments held in the Trust Account are presented at fair value at each balance sheet date, with unrealized gains and losses resulting from changes in fair value included in earnings as a component of interest and dividend income earned on investments held in the Trust Account in the accompanying statements of operations.

Concentration of Credit Risk

Offering Costs

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance costs		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276

Warrant Instruments

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income by the weighted average number of shares of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Remeasurement associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,600,000 Class A Ordinary Shares in the aggregate. As of December 31, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,565,061		$	1,654,008		$	—	$	(42,620)
Denominator:
Basic weighted average shares outstanding			18,197,802			6,593,407			—		6,900,000
Basic net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,509,295		$	1,709,774		$	—	$	(42,620)
Denominator:
Diluted weighted average shares outstanding			18,197,802			6,900,000			—		6,900,000
Diluted net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

STOCK BASED COMPENSATION - Schedule of stock options activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Number of Options
Options outstanding, beginning	5,546,772	5,085,269	5,085,269
Options granted	33,580	594,691	1,375,868
Exercised	(29,252)	(300)	(5,477)
Cancelled or forfeited	(12,179)	(555,215)	(908,888)
Options outstanding, ending	5,538,921	5,124,445	5,546,772	5,085,269
Exercisable	4,436,262	3,696,298	4,240,296
Weighted-Average Exercise Price
Exercise price, beginning	$ 3.83	$ 6.78	$ 6.78
Granted	25.45	3.23	6.8
Exercised	3.1	8.21	3.5
Cancelled or forfeited	5.08	3.86	3.63
Exercise price, ending	4.03	3	3.83	$ 6.78
Options vested and expected to vest	4.05	3	3.76
Exercisable	$ 3.06	$ 2.91	$ 3.01
Weighted Average Remaining Contractual Term (Years)
Outstanding	6 years 8 months 19 days	7 years 1 month 9 days	6 years 11 months 8 days	7 years 3 months 10 days
Exercised	667 years
Options vested and expected to vest	6 years 8 months 15 days	7 years 29 days	6 years 10 months 28 days
Exercisable	6 years 2 months 4 days	6 years 8 months 4 days	6 years 4 months 20 days
Aggregate Intrinsic Value
Outstanding	$ 131,528	$ 1,172	$ 31,996	$ 1,172
Exercised			26
Exercisable	$ 109,673	$ 1,172	$ 28,248
Stock options subject to performance conditions
Number of Options
Options outstanding, beginning	215,628	245,628	245,628
Options granted	0		0	0
Cancelled or forfeited			(30,000)
Options outstanding, ending			215,628	245,628
Options vested and expected to vest	90,000	120,000	90,000
Stock options not subject to performance conditions
Number of Options
Options vested and expected to vest	5,448,921	5,004,445	5,366,772

COMMITMENTS AND CONTINGENCIES - Other information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
COMMITMENTS AND CONTINGENCIES
Operating cash flows from operating leases	$ (489)	$ (493)	$ (1,954)	$ (2,053)
Financing cash flows from finance lease		$ (353)	$ (1,148)	$ (1,391)
Weighted-average remaining lease term - operating leases (years)	5 years 6 months		5 years 10 months 24 days	6 years 9 months 18 days
Weighted-average discount rate - operating leases	8.04%		8.05%	8.08%
Remaining lease term - finance lease (years)				8 years 9 months 18 days
Discount rate - finance lease				7.85%

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 07, 2025	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Receivables under collaboration agreements (includes $0 and $1,000 as related party as of March 31, 2026, and December 31, 2025, respectively)	$ 3,360	$ 1,152			$ 589
Prepaid expenses and other current assets (includes $910 and $1,110 as related party as of March 31, 2026, and December 31, 2025, respectively)	1,718	1,425			797
Accounts payable (includes $30 and $190 as related party, as of March 31, 2026, and December 31, 2025, respectively)	656	741			472
Warrant liabilities for Series B-1 and Series D redeemable convertible preferred stock (includes $2,803 and $2,770 to related parties as of March 31, 2026, and December 31, 2025, respectively)	$ 3,484	$ 3,378			$ 1,148
Temporary shares, shares outstanding (in shares)	18,349,937	18,349,937		18,349,937	18,349,937	18,349,937
Redeemable preferred stock, Liquidation preference		$ 288,831
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.00001		$ 0.0001
Common stock, Shares authorized	32,000,000	32,000,000			32,000,000
Common stock, Shares issued	5,068,690	5,039,438			5,016,051
Ordinary shares, outstanding (in shares)	5,068,690	5,039,438			5,016,051
Treasury stock, Shares	108,466	108,466			108,466
Series A-1 redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	1,234,568	1,234,568			1,234,568
Redeemable preferred stock, Shares issued	1,234,568	1,234,568			1,234,568
Temporary shares, shares outstanding (in shares)	1,234,568	1,234,568			1,234,568
Redeemable preferred stock, Liquidation preference	$ 3,000	$ 3,000
Series A-2 redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	2,362,204	2,362,204			2,362,204
Redeemable preferred stock, Shares issued	2,362,204	2,362,204			2,362,204
Temporary shares, shares outstanding (in shares)	2,362,204	2,362,204			2,362,204
Redeemable preferred stock, Liquidation preference	$ 6,000	$ 6,000
Series B-1 redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	2,738,469	2,738,469			2,738,469
Redeemable preferred stock, Shares issued	2,718,539	2,718,539			2,718,539
Temporary shares, shares outstanding (in shares)	2,718,539	2,718,539			2,718,539
Redeemable preferred stock, Liquidation preference	$ 22,166	$ 22,166
Series C-1 redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	3,570,724	3,570,724			3,570,724
Redeemable preferred stock, Shares issued	3,570,724	3,570,724			3,570,724
Temporary shares, shares outstanding (in shares)	3,570,724	3,570,724			3,570,724
Redeemable preferred stock, Liquidation preference	$ 28,423	$ 28,423
Series C-2 redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	2,513,698	2,513,698			2,513,698
Redeemable preferred stock, Shares issued	2,513,698	2,513,698			2,513,698
Temporary shares, shares outstanding (in shares)	2,513,698	2,513,698			2,513,698
Redeemable preferred stock, Liquidation preference	$ 26,857	$ 26,857
Series D redeemable convertible preferred stock
Redeemable preferred stock, Par value	$ 0.0001	$ 0.0001			$ 0.0001
Redeemable preferred stock, Shares authorized	7,625,734	7,625,734			7,625,734
Redeemable preferred stock, Shares issued	5,950,204	5,950,204			5,950,204
Temporary shares, shares outstanding (in shares)	5,950,204	5,950,204			5,950,204
Redeemable preferred stock, Liquidation preference	$ 202,385	$ 202,385
Related party
Receivables under collaboration agreements (includes $0 and $1,000 as related party as of March 31, 2026, and December 31, 2025, respectively)	0	1,000			$ 581
Prepaid expenses and other current assets (includes $910 and $1,110 as related party as of March 31, 2026, and December 31, 2025, respectively)	910	1,110			0
Accounts payable (includes $30 and $190 as related party, as of March 31, 2026, and December 31, 2025, respectively)	30	190			0
Warrant liabilities for Series B-1 and Series D redeemable convertible preferred stock (includes $2,803 and $2,770 to related parties as of March 31, 2026, and December 31, 2025, respectively)	$ 2,803	$ 2,770			$ 1,471

RETIREMENT PLAN (Details) - USD ($) $ in Thousands	12 Months Ended
RETIREMENT PLAN (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
RETIREMENT PLAN
Employer contribution expense	$ 682	$ 923
Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpenses
RETIREMENT PLAN
Employer contribution expense	223	247
Location, Statement of Income, Balance [Axis]: us-gaap:SellingGeneralAndAdministrativeExpense
RETIREMENT PLAN
Employer contribution expense	$ 459	$ 676
Maximum
RETIREMENT PLAN
Employer Matching contribution (in percent)	5.00%

CONVERTIBLE PROMISSORY NOTES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

CONVERTIBLE PROMISSORY NOTES

NOTE 7 – CONVERTIBLE PROMISSORY NOTES

The following table shows the components of the Company’s indebtedness (in thousands):



		Three Months Ended
		March 31, 2026
Convertible promissory notes principal balance		$	4,300
Change in fair value			300
Total convertible promissory notes, at fair value		$	4,600

Note 6 - CONVERTIBLE PROMISSORY NOTES

The following table shows the components of the Company’s indebtedness (in thousands):



		Year ended December 31,
		2025			2024
Convertible promissory notes principal balance		$	10,000		$	—
Financing costs related to issuance of convertible promissory notes			4,500			—
Change in fair value			4,389			—
Total convertible promissory notes, at fair value		$	18,889		$	—

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Research and development, net	$ 1,942	$ 6,754	$ 24,323	$ 31,809
Selling, general and administrative	4,549	6,368	22,202	24,711
Change in fair value of warrant liabilities	106		2,230	(488)
Related party
Research and development, net	0	24	405	3,389
Selling, general and administrative	88	44	190	2,820
Change in fair value of warrant liabilities	$ (33)	$ 0	$ 1,736	$ (407)

The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.

NET LOSS PER COMMON SHARE - Basic and diluted losses per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Numerator:
Net loss	$ (8,575)	$ (12,870)	$ (73,845)	$ (54,344)
Net loss attributable to common stockholders - basic (Note 12)	(8,575)	(12,870)	(73,845)	(54,344)
Net loss attributable to common stockholders - diluted (Note 12)	$ (8,575)	$ (12,870)	$ (73,845)	$ (54,344)
Denominator:
Basic weighted average shares outstanding (In shares)	5,056,994	5,016,149	5,026,704	5,009,250
Diluted weighted average shares outstanding (In shares)	5,056,994	5,016,149	5,026,704	5,009,250
Basic net income (loss) per share (In dollars per share)	$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Diluted net income (loss) per share (In dollars per share)	$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482705/350-40-65-4

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479719/606-10-65-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 9
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-9

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 17
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480336/718-10-65-17

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

SEGMENT INFORMATION (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Reconciliation of net loss under segment reporting



	Three Months Ended March 31,
	2026		2025
Operating expenses
Reimbursement from JDAs and others	$	3,410	$	34
Payroll expense		(5,860)		(8,133)
Occupancy expense		(859)		(1,497)
Professional service expense		(916)		(606)
Research and development expense		(933)		(537)
Depreciation expense		(882)		(1,984)
Other operating expense		(451)		(399)
Loss from operations	$	(6,491)	$	(13,122)
Total other income (expense), net		(2,084)		252
Net loss	$	(8,575)	$	(12,870)



		Year Ended December 31,
		2025		2024
Operating expenses
Reimbursement from JDAs and others		$	1,686	$	3,570
Payroll expense			(26,375)		(35,638)
Occupancy expense			(6,292)		(7,124)
Professional service expense			(4,146)		(3,671)
Research and development expense			(3,646)		(2,990)
Depreciation expense			(6,067)		(8,302)
Loss on impairment and lease termination			(17,063)		—
Other operating expense			(1,685)		(2,365)
Loss from operations		$	(63,588)	$	(56,520)
Total other income (expense), net			(10,257)		2,176
Net loss		$	(73,845)	$	(54,344)

Schedule of long-lived assets and capital expenditure by geographical location



		As of December 31, 2025
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	10,680
Machinery and equipment			10,609		5,706
Furniture and fixtures			94		325
Computer and software			86		130
Buildings			1,227		—
Building Fixtures			1,206		—
Land			3,382		—
Construction in progress (advances on property and equipment)			—		632
Accumulated depreciation			(4,589)		(8,212)
Net property, plant and equipment		$	12,015	$	9,261
Operating lease right-of-use assets			—		7,576
Total Long-Lived Assets		$	12,015	$	16,837



		As of December 31, 2024
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	32,427
Machinery and equipment			9,934		12,271
Furniture and fixtures			90		325
Computer and software			72		131
Buildings			1,205		—
Building Fixtures			1,143		—
Land			3,320		—
Construction in progress (advances on property and equipment)			—		1,627
Accumulated depreciation			(2,448)		(12,407)
Net property, plant and equipment		$	13,316	$	34,374
Operating lease right-of-use assets			—		8,769
Finance lease right-of-use assets			—		6,767
Total Long-Lived Assets		$	13,316	$	49,910



		Year Ended December 31, 2025
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	118	$	931	$	1,049
Advances on property and equipment			—		45		45
Proceeds from disposal of property and equipment from lease termination			—		(2,400)		(2,400)
Proceeds from disposal of property and equipment			—		(20)		(20)
Total Capital Expenditures, net		$	118	$	(1,444)	$	(1,326)



		Year Ended December 31, 2024
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	68	$	955	$	1,023
Advances on property and equipment			—		960		960
Proceeds from disposal of property and equipment			—		(106)		(106)
Total Capital Expenditures, net		$	68	$	1,809	$	1,877

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

PROPERTY AND EQUIPMENT

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

PROPERTY AND EQUIPMENT

Note 4 - Property and Equipment

Property and equipment, net consists of the following (in thousands):



		As of
		March 31, 2026		December 31, 2025
Leasehold improvements		$	10,680	$	10,680
Machinery and equipment			16,081		16,315
Furniture and fixtures			414		419
Computer and software			211		216
Buildings			1,160		1,227
Building Fixtures			1,256		1,206
Land			3,196		3,382
Advances on purchases of property and equipment			617		632
Total		$	33,615	$	34,077
Accumulated depreciation			(13,409)		(12,801)
Total		$	20,206	$	21,276

Advances on purchases of property and equipment are payments made before the related asset (such as machinery and equipment) are delivered and are not depreciated until the asset is placed in service.

Depreciation expense totaled $882 and $1,984 for the three months ended March 31, 2026, and 2025, respectively, and was recorded as operating expenses in the condensed consolidated statements of operations. Depreciation expense was allocated as $850 and $1,775 to research and development expense, net and $32 and $209 to selling, general and administrative expenses for the three months ended, March 31, 2026, and 2025, respectively.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following (in thousands):



		As of December 31,
		2025			2024
Leasehold improvements		$	10,680		$	32,427
Machinery and equipment			16,315			22,205
Furniture and fixtures			419			415
Computer and software			216			203
Buildings			1,227			1,205
Building Fixtures			1,206			1,143
Land			3,382			3,320
Advances on purchases of property and equipment			632			1,627
Total		$	34,077		$	62,545
Accumulated depreciation			(12,801)			(14,855)
Total		$	21,276		$	47,690

Depreciation expense totaled $6,067 and $8,302 for the years ended December 31, 2025, and 2024, respectively, and was recorded as operating expenses in the consolidated statements of operations. Depreciation expense was allocated as $5,511 and $7,464 to research and development expense, net and $556 and $838 to selling, general and administrative expenses for the years ended December 31, 2025, and 2024, respectively.

The Company recognized $123 and $100 of losses on the sale and disposal of assets during the year ended December 31, 2025, and 2024, respectively, as further described in Note 7. The Company recognized a loss of $17,063 during the year ended December 31, 2025 related to the exit of a lease, as further described in Note 7, which included losses associated with leasehold improvements and machinery and equipment, net of proceeds received for the sale of certain machinery and equipment upon termination of the lease.

The entire disclosure for property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

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FAIR VALUE MEASURES - Additional information (Details) - $ / shares	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024	Nov. 30, 2021
FAIR VALUE MEASURES
Common stock reserved for potential conversion		26,146,962	25,176,881
Warrant liability Series B-1
FAIR VALUE MEASURES
Number of shares issued	19,930	19,930
Purchase price	$ 0.81	$ 0.81
Warrant liability Series D
FAIR VALUE MEASURES
Number of shares issued		137,814		137,814
Purchase price		$ 27.2105		$ 27.2105
Series B-1 and D warrants
FAIR VALUE MEASURES
Common stock reserved for potential conversion	295,558	295,558

INITIAL PUBLIC OFFERING

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on May 5, 2025, the Company sold 27,600,000 Units, which includes a full exercise by the underwriters of their over-allotment option of 3,600,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Warrants — As of March 31, 2026 and December 31, 2025, there were 20,600,000 warrants outstanding, including 13,800,000 public warrants and 6,800,000 Private Placement Warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit.

Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders.

In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and from our Initial Public Offering), and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price above be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

NOTE 3. INITIAL PUBLIC OFFERING

Warrants — As of December 31, 2025, there were 20,600,000 warrants outstanding, including 13,800,000 public warrants and 6,800,000 Private Placement Warrants. At December 31, 2024, there were no warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and from our initial public offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price above be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

STOCK BASED COMPENSATION - Restricted Stock Awards (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
STOCK BASED COMPENSATION
Stock-based compensation expense	$ 1,534	$ 3,857	$ 9,449	$ 9,125
RSA's
STOCK BASED COMPENSATION
Number of RSA's issued			17,910
Stock-based compensation expense			$ 86
RSA's outstanding			0	0

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

REDEEMABLE CONVERTIBLE PREFERRED STOCK

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands	COMMON STOCK	ADDITIONAL PAID-IN CAPITAL	ACCUMULATED DEFICIT	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	TREASURY STOCK AT COST	Total
Increase (Decrease) in Temporary Equity [Roll Forward]
Class A ordinary shares subject to possible redemption						$ 249,652
Redeemable convertible preferred stock (in shares)						18,349,937
Beginning balance at Dec. 31, 2023		$ 16,055	$ (127,387)	$ 113	$ (34)	$ (111,253)
Beginning balance (in shares) at Dec. 31, 2023	5,006,697
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance from stock option exercises		13				13
Issuance from stock option exercises (in shares)	9,354
Stock based compensation		9,125				9,125
Foreign currency translation adjustments				(37)		(37)
Net loss			(54,344)			(54,344)
Ending balance at Dec. 31, 2024		25,193	(181,731)	76	(34)	$ (156,496)
Ending balance (in shares) at Dec. 31, 2024	5,016,051					5,016,051
Ending balance at Dec. 31, 2024		25,193	(181,731)	76	(34)	$ (156,496)
Ending balance (in shares) at Dec. 31, 2024	5,016,051					5,016,051
Increase (Decrease) in Temporary Equity [Roll Forward]
Class A ordinary shares subject to possible redemption						$ 249,652
Redeemable convertible preferred stock (in shares)						18,349,937
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance from stock option exercises		2				$ 2
Issuance from stock option exercises (in shares)	300					300
Stock based compensation		3,857				$ 3,857
Foreign currency translation adjustments				8		8
Net loss			(12,870)			(12,870)
Ending balance at Mar. 31, 2025		29,052	(194,601)	84	(34)	(165,499)
Ending balance (in shares) at Mar. 31, 2025	5,016,351
Beginning balance at Dec. 31, 2024		25,193	(181,731)	76	(34)	$ (156,496)
Beginning balance (in shares) at Dec. 31, 2024	5,016,051					5,016,051
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance from stock option exercises		19				$ 19
Issuance from stock option exercises (in shares)	5,477					5,477
Issuance from vesting of RSAs (in shares)	17,910
Stock based compensation		9,449				$ 9,449
Foreign currency translation adjustments				(521)		(521)
Net loss			(73,845)			(73,845)
Ending balance at Dec. 31, 2025		34,661	(255,576)	(445)	(34)	$ (221,394)
Ending balance (in shares) at Dec. 31, 2025	5,039,438					5,039,438
Increase (Decrease) in Temporary Equity [Roll Forward]
Class A ordinary shares subject to possible redemption						$ 249,652
Redeemable convertible preferred stock (in shares)						18,349,937
Class A ordinary shares subject to possible redemption						$ 249,652
Redeemable convertible preferred stock (in shares)						18,349,937
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance from stock option exercises		90				$ 90
Issuance from stock option exercises (in shares)	29,252					29,252
Stock based compensation		1,534				$ 1,534
Foreign currency translation adjustments				(298)		(298)
Net loss			(8,575)			(8,575)
Ending balance at Mar. 31, 2026		$ 36,285	$ (264,151)	$ (743)	$ (34)	$ (228,643)
Ending balance (in shares) at Mar. 31, 2026	5,068,690					5,068,690
Increase (Decrease) in Temporary Equity [Roll Forward]
Class A ordinary shares subject to possible redemption						$ 249,652
Redeemable convertible preferred stock (in shares)						18,349,937

REDEEMABLE CONVERTIBLE PREFERRED STOCK

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

REDEEMABLE CONVERTIBLE PREFERRED STOCK

Note 9 - Redeemable Convertible Preferred Stock

NOTE 8 - REDEEMABLE CONVERTIBLE PREFERRED STOCK

As of December 31, 2025, and 2024, Preferred Stock consisted of the following:



			Common
			Stock Issuable
	Liquidation Value		Upon Conversion
	(In thousands)
Series A-1	$	3,000	1,234,568
Series A-2		6,000	2,362,204
Series B-1		22,166	2,718,539
Series C-1		28,423	3,570,724
Series C-2		26,857	2,513,698
Series D		202,385	5,950,204
Total	$	288,831	18,349,937

Significant terms of the Preferred Stock are as follows:

Voting Rights

The Preferred Stockholders have the right to one vote for each share of common stock into which their Preferred Stock could convert.

Dividends

Liquidation Preference

Conversion Rights

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Liquidity and Capital Resources (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024	Oct. 31, 2024
Related Party
SIGNIFICANT ACCOUNTING POLICIES
Aggregate amount of loan	$ 18,889,000
Cartesian Growth Corporation III
SIGNIFICANT ACCOUNTING POLICIES
Cash	396,210	$ 624,163	$ 0
Working capital	877,955	94,730
Cartesian Growth Corporation III \| Sponsor \| Promissory Notes \| Loans by Sponsor \| Maximum
SIGNIFICANT ACCOUNTING POLICIES
Aggregate amount of loan	250,000	250,000
Cartesian Growth Corporation III \| Sponsor \| Working Capital Loans \| Loans by Sponsor \| Maximum \| Post Business Combination Entity
SIGNIFICANT ACCOUNTING POLICIES
Working capital loan convertible to Warrants	$ 1,500,000	$ 1,500,000
Debt conversion, price per warrant (in dollar per share)	$ 1	$ 1
Outstanding amount of working capital loan	$ 0	$ 0	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments Held in Trust Account (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Cartesian Growth Corporation III
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Assets held in the Trust Account	$ 285,868,994	$ 283,377,276	$ 0

FAIR VALUE MEASUREMENTS

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 3 - Fair Value Measures



	Fair value measurements as of March 31, 2026
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	10,245	$	10,245	$	—	$	—
Money market (included in restricted cash)		884		884		—		—
Total Assets	$	11,129	$	11,129	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	681	$	—	$	—	$	681
Warrant liability Series D		2,803		—		—		2,803
Convertible promissory notes – related parties		20,296		—		—		20,296
Convertible promissory notes		4,600		—		—		4,600
Total Liabilities	$	28,380	$	—	$	—	$	28,380



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes – related parties		18,889		—		—		18,889
Convertible promissory notes		—		—		—		—
Total Liabilities	$	22,267	$	—	$	—	$	22,267



							Convertible
							Promissory
			Warrant		Warrant		Notes		Convertible
			Liability		Liability		Related		Promissory
	Total		Series B - 1		Series D		Parties		Notes
December 31, 2024	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		—		—		—		—		—
Loss on issuance		—		—		—		—		—
Change in fair value		—		—		—		—		—
March 31, 2025	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		10,000		—		—		10,000		—
Loss on issuance		4,500		—		—		4,500		—
Change in fair value		6,619		494		1,736		4,389		—
December 31, 2025	$	22,267	$	608	$	2,770	$	18,889	$	—
Issuance of convertible promissory notes		4,300		—		—		—		4,300
Loss on issuance		—		—		—		—		—
Change in fair value		1,813		73		33		1,407		300
March 31, 2026	$	28,380	$	681	$	2,803	$	20,296	$	4,600

Warrant Liability Series B-1

Warrant Liability Series D

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of March 31, 2026:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.20			0.20
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31, 2025:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.38			0.38
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of March 31, 2026:



		Series B-1			Series D
Share value		$	18.16		$	33.61
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.8	%		3.8	%
Expected life (in years)			2			2
Expected dividends			—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



		Series B-1			Series D
Share value		$	18.14		$	33.71
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.5	%		3.5	%
Expected life (in years)			2			2
Expected dividends			—			—

As of March 31, 2026, the Company had reserved 295,558 shares of common stock for potential conversion of Series B-1 and D Warrants.

Convertible Promissory Notes – Related Parties

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Series D
		Three Months Ended
		March 31, 2026
SPAC Exit Scenario			85	%
Qualified Financing Scenario			7.5	%
Dissolution Scenario			7.5	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.7	%
Expected life (in years)			0.50
Assumed discount rate			20	%
Share value		$	37.35

The assumptions used in determining the fair value of the August 2025 Notes under the SBM as of December 31, 2025, were as follows:



		Series D
		December 31, 2025
SPAC Exit Scenario			75	%
Qualified Financing Scenario			15	%
Dissolution Scenario			10	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.50	%
Expected life (in years)			0.75
Assumed discount rate			20	%
Share value		$	34.47

Convertible Promissory Notes

The assumptions used in determining the fair value of the January 2026 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Three Months Ended
		March 31, 2026		January 26, 2026
SPAC Exit Scenario		85	%	80	%
Qualified Financing Scenario		7.5	%	10	%
Dissolution Scenario		7.5	%	10	%
Expected life (in years)		0.50		0.68
Assumed discount rate		20	%	20	%

NOTE 3 - FAIR VALUE MEASURES

Level 1 - Quoted prices are available in active markets for identical assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities.



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes		18,889		—		—		18,889
Total Liabilities	$	22,267	$	—	$	—	$	22,267



	Fair value measurements as of December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	34,241	$	34,241	$	—	$	—
Money market (included in restricted cash)		3,169		3,169		—		—
Total Assets	$	37,410	$	37,410	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	114	$	—	$	—	$	114
Warrant liability Series D		1,034		—		—		1,034
Convertible promissory notes		—		—		—		—
Total Liabilities	$	1,148	$	—	$	—	$	1,148

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the years ended December 31, 2025, and 2024.



					Warrant Liability			Warrant Liability		Convertible
		Total			Series B-1			Series D		Promissory Notes
December 31, 2023		$	1,636		$	165		$	1,471	$	—
Change in fair value			(488)			(51)			(437)		—
December 31, 2024		$	1,148		$	114		$	1,034	$	—
Issuance of convertible promissory notes		$	10,000		$	—		$	—	$	10,000
Financing costs related to issuance of convertible promissory notes			4,500			—			—		4,500
Change in fair value			6,619			494			1,736		4,389
December 31, 2025		$	22,267		$	608		$	2,770	$	18,889

Warrant Liability Series B-1

Warrant Liability Series D

In connection with the issuance of Series D redeemable convertible preferred stock of the Company (“Series D”) on November 30, 2021, the Company entered into a warrant for preferred stock with each of Mercedes-Benz Investment Company LLC and Stellantis (each a “Holder”) (“Series D Agreement”). Upon closing of the Series D Agreement, Mercedes-Benz Investment Company LLC and its affiliates (“Mercedes-Benz”) and Stellantis became related parties to the Company. During 2022, the Warrant Agreements were amended and restated with both Stellantis and Mercedes-Benz to eliminate certain milestone- based provisions. The Amended Warrants modified the original agreements by setting the number of shares issuable upon exercise at a fixed 137,814 shares per Holder at a fixed price of $27.2105 per share. The warrants have a maturity date of February 1, 2029, or the closing of the

To estimate the fair value of the Series B-1 and D Warrant Agreements, the Company applied the Probability Weighted Equity Return Method (“PWERM”). Under this approach, the Company develops multiple scenarios and ascribes a probability weighting to each scenario and related estimated fair value. Key inputs and assumptions in the PWERM include the probability and the estimated value of the security in each liquidity scenario, in addition to scenario specific assumptions. The two scenarios used in the valuation of the Series B-1 and D Warrant Agreements are a SPAC Exit scenario and Option Pricing Method scenario. The Company applied a 75% weighting to the SPAC Exit Scenario and 25% to the Option Pricing Method (“OPM”) scenario as of December 31, 2025.

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31 2025:



	Series B-1			Series D
Discount rate		25	%		25	%
Expected life (in years)		0.38			0.38
Future projected price per share	$	37.76		$	37.76
Strike price	$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



	Series B-1			Series D
Share value	$	18.14		$	33.71
Assumed volatility		90	%		37	%
Assumed risk-free interest rate		3.5	%		3.5	%
Expected life (in years)		2			2
Expected dividends		—			—

To estimate the fair value of the Series B-1 and D Warrant Agreements, the Company applied the OPM allocation model as of December 31, 2024.

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements, as of December 31, 2024:



	Series B-1		Series D
Assumed volatility	75	%	75	%
Assumed risk-free interest rate	4.29	%	4.29	%
Expected life (in years)	2.5		2.5
Expected dividends	—		—

As of December 31, 2025, the Company had reserved 295,558 shares of common stock for potential conversion of Series B-1 and D Warrants.

Convertible Promissory Notes

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the year ended December 31, 2025, were as follows:



		Series D, year ended			Series D, August 1,
		December 31, 2025			2025
SPAC Exit Scenario			75	%		25	%
Qualified Financing Scenario			15	%		50	%
Dissolution Scenario			10	%		25	%
Assumed volatility			40	%		40	%
Assumed risk-free interest rate			3.50	%		3.70	%
Expected life (in years)			0.75			1.16
Assumed discount rate			20	%		20	%
Share value		$	34.47		$	27.66

Fair Value Measurements on a Non-Recurring Basis

NOTE 8. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.



		Level		March 31, 2026			December 31, 2025
Investments held in Trust Account		1		$	285,868,994		$	283,377,276

The following table presents the quantitative information regarding market assumptions used in the valuation of the public and private warrants



	May 5, 2025
Volatility		5.7	%
Risk free rate		3.79	%
Market implied likelihood of completing a Business Combination		17.2	%
Share price	$	9.886
Weighted terms (Yrs)		2.86



Criteria		Low		High
IPO proceeds ($M)		55		250
Warrant coverage		—		1
Rights coverage (per unit)		0.05		0.20
Remaining months to complete		9		22

NOTE 8. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.



	Level		December 31, 2025			December 31, 2024
Investments held in Trust Account	1		$	283,377,276		$	—

The following table presents the quantitative information regarding market assumptions used in the valuation of the public and private placement warrants:



	May 5, 2025
Volatility		5.7	%
Risk free rate		3.79	%
Market implied likelihood of completing a Business Combination		17.2	%
Share price	$	9.886
Weighted terms (Yrs)		2.86



Criteria		Low		High
IPO proceeds ($M)		55		250
Warrant coverage		—		1
Rights coverage (per unit)		0.05		0.20
Remaining months to complete		9		22

COMMITMENTS AND CONTINGENCIES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 8 - Commitments and Contingencies

Leases

The components of lease expenses recorded within the condensed consolidated statements of operations for the three months ended March 31, 2026, and 2025 are as follows (in thousands):



		Three Months Ended March 31,
		2026			2025
Finance lease costs:
Amortization of right-of-use assets		$	—		$	207
Interest on financing lease liabilities			—			185
Total finance lease costs			—			392
Operating lease costs:
Operating lease expenses			480			497
Variable lease expenses			217			199
Short-term lease expenses			—			18
Total operating lease costs			697			714
Total lease expenses		$	697		$	1,106

Other information related to agreements treated as finance and operating leases was as follows:



		Three Months Ended March 31,
		2026			2025
Operating cash flows from operating leases		$	(489)		$	(493)
Financing cash flows from finance lease		$	—		$	(353)



		As of
		March 31, 2026		December 31, 2025
Weighted-average remaining lease term – operating leases (years)		5.5		5.9
Weighted-average discount rate – operating leases		8.04	%	8.05	%
Remaining lease term – finance lease (years)		—		—
Discount rate – finance lease		N/A		N/A

The remaining lease obligations are substantially unchanged from year end.

Legal Proceedings

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Leases

The components of lease expenses recorded within the consolidated statements of operations for the years ended December 31, 2025, and 2024 are as follows (in thousands):



		Year Ended December 31,
		2025			2024
Finance lease costs:
Amortization of right-of-use assets		$	666		$	829
Interest on financing lease liabilities			583			772
Total finance lease costs			1,249			1,601
Operating lease costs:
Operating lease expenses			1,936			2,089
Variable lease expenses			799			947
Short-term lease expenses			18			66
Total operating lease costs			2,753			3,102
Total lease expenses		$	4,002		$	4,703

Other information related to agreements treated as finance and operating leases was as follows:



		Year Ended December 31,
		2025			2024
Operating cash flows from operating leases		$	(1,954)		$	(2,053)
Financing cash flows from finance lease		$	(1,148)		$	(1,391)
Weighted-average remaining lease term - operating leases (years)			5.9			6.8
Weighted-average discount rate - operating leases			8.05	%		8.08	%
Remaining lease term - finance lease (years)			—			8.8
Discount rate - finance lease			N/A			7.85	%

Maturities of lease liabilities as of December 31, 2025, were as follows (in thousands):



		Operating lease
Year Ended December 31,		obligations
2026		$	1,994
2027			2,053
2028			1,546
2029			1,308
2030			1,348
Thereafter			2,577
Total lease payments			10,826
Imputed interest			(2,289)
Net lease liabilities, short-term and long-term		$	8,537
Reported as of December 31, 2025:
Lease liabilities, current portion			1,357
Lease liabilities, net of current portion			7,180
Net lease liabilities, short-term and long-term		$	8,537

Legal Proceedings

FAIR VALUE MEASURES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

FAIR VALUE MEASURES

Note 3 - Fair Value Measures



	Fair value measurements as of March 31, 2026
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	10,245	$	10,245	$	—	$	—
Money market (included in restricted cash)		884		884		—		—
Total Assets	$	11,129	$	11,129	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	681	$	—	$	—	$	681
Warrant liability Series D		2,803		—		—		2,803
Convertible promissory notes – related parties		20,296		—		—		20,296
Convertible promissory notes		4,600		—		—		4,600
Total Liabilities	$	28,380	$	—	$	—	$	28,380



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes – related parties		18,889		—		—		18,889
Convertible promissory notes		—		—		—		—
Total Liabilities	$	22,267	$	—	$	—	$	22,267



							Convertible
							Promissory
			Warrant		Warrant		Notes		Convertible
			Liability		Liability		Related		Promissory
	Total		Series B - 1		Series D		Parties		Notes
December 31, 2024	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		—		—		—		—		—
Loss on issuance		—		—		—		—		—
Change in fair value		—		—		—		—		—
March 31, 2025	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		10,000		—		—		10,000		—
Loss on issuance		4,500		—		—		4,500		—
Change in fair value		6,619		494		1,736		4,389		—
December 31, 2025	$	22,267	$	608	$	2,770	$	18,889	$	—
Issuance of convertible promissory notes		4,300		—		—		—		4,300
Loss on issuance		—		—		—		—		—
Change in fair value		1,813		73		33		1,407		300
March 31, 2026	$	28,380	$	681	$	2,803	$	20,296	$	4,600

Warrant Liability Series B-1

Warrant Liability Series D

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of March 31, 2026:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.20			0.20
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31, 2025:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.38			0.38
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of March 31, 2026:



		Series B-1			Series D
Share value		$	18.16		$	33.61
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.8	%		3.8	%
Expected life (in years)			2			2
Expected dividends			—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



		Series B-1			Series D
Share value		$	18.14		$	33.71
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.5	%		3.5	%
Expected life (in years)			2			2
Expected dividends			—			—

As of March 31, 2026, the Company had reserved 295,558 shares of common stock for potential conversion of Series B-1 and D Warrants.

Convertible Promissory Notes – Related Parties

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Series D
		Three Months Ended
		March 31, 2026
SPAC Exit Scenario			85	%
Qualified Financing Scenario			7.5	%
Dissolution Scenario			7.5	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.7	%
Expected life (in years)			0.50
Assumed discount rate			20	%
Share value		$	37.35

The assumptions used in determining the fair value of the August 2025 Notes under the SBM as of December 31, 2025, were as follows:



		Series D
		December 31, 2025
SPAC Exit Scenario			75	%
Qualified Financing Scenario			15	%
Dissolution Scenario			10	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.50	%
Expected life (in years)			0.75
Assumed discount rate			20	%
Share value		$	34.47

Convertible Promissory Notes

The assumptions used in determining the fair value of the January 2026 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Three Months Ended
		March 31, 2026		January 26, 2026
SPAC Exit Scenario		85	%	80	%
Qualified Financing Scenario		7.5	%	10	%
Dissolution Scenario		7.5	%	10	%
Expected life (in years)		0.50		0.68
Assumed discount rate		20	%	20	%

NOTE 3 - FAIR VALUE MEASURES

Level 1 - Quoted prices are available in active markets for identical assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities.



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes		18,889		—		—		18,889
Total Liabilities	$	22,267	$	—	$	—	$	22,267



	Fair value measurements as of December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	34,241	$	34,241	$	—	$	—
Money market (included in restricted cash)		3,169		3,169		—		—
Total Assets	$	37,410	$	37,410	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	114	$	—	$	—	$	114
Warrant liability Series D		1,034		—		—		1,034
Convertible promissory notes		—		—		—		—
Total Liabilities	$	1,148	$	—	$	—	$	1,148

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the years ended December 31, 2025, and 2024.



					Warrant Liability			Warrant Liability		Convertible
		Total			Series B-1			Series D		Promissory Notes
December 31, 2023		$	1,636		$	165		$	1,471	$	—
Change in fair value			(488)			(51)			(437)		—
December 31, 2024		$	1,148		$	114		$	1,034	$	—
Issuance of convertible promissory notes		$	10,000		$	—		$	—	$	10,000
Financing costs related to issuance of convertible promissory notes			4,500			—			—		4,500
Change in fair value			6,619			494			1,736		4,389
December 31, 2025		$	22,267		$	608		$	2,770	$	18,889

Warrant Liability Series B-1

Warrant Liability Series D

In connection with the issuance of Series D redeemable convertible preferred stock of the Company (“Series D”) on November 30, 2021, the Company entered into a warrant for preferred stock with each of Mercedes-Benz Investment Company LLC and Stellantis (each a “Holder”) (“Series D Agreement”). Upon closing of the Series D Agreement, Mercedes-Benz Investment Company LLC and its affiliates (“Mercedes-Benz”) and Stellantis became related parties to the Company. During 2022, the Warrant Agreements were amended and restated with both Stellantis and Mercedes-Benz to eliminate certain milestone- based provisions. The Amended Warrants modified the original agreements by setting the number of shares issuable upon exercise at a fixed 137,814 shares per Holder at a fixed price of $27.2105 per share. The warrants have a maturity date of February 1, 2029, or the closing of the

To estimate the fair value of the Series B-1 and D Warrant Agreements, the Company applied the Probability Weighted Equity Return Method (“PWERM”). Under this approach, the Company develops multiple scenarios and ascribes a probability weighting to each scenario and related estimated fair value. Key inputs and assumptions in the PWERM include the probability and the estimated value of the security in each liquidity scenario, in addition to scenario specific assumptions. The two scenarios used in the valuation of the Series B-1 and D Warrant Agreements are a SPAC Exit scenario and Option Pricing Method scenario. The Company applied a 75% weighting to the SPAC Exit Scenario and 25% to the Option Pricing Method (“OPM”) scenario as of December 31, 2025.

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31 2025:



	Series B-1			Series D
Discount rate		25	%		25	%
Expected life (in years)		0.38			0.38
Future projected price per share	$	37.76		$	37.76
Strike price	$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



	Series B-1			Series D
Share value	$	18.14		$	33.71
Assumed volatility		90	%		37	%
Assumed risk-free interest rate		3.5	%		3.5	%
Expected life (in years)		2			2
Expected dividends		—			—

To estimate the fair value of the Series B-1 and D Warrant Agreements, the Company applied the OPM allocation model as of December 31, 2024.

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements, as of December 31, 2024:



	Series B-1		Series D
Assumed volatility	75	%	75	%
Assumed risk-free interest rate	4.29	%	4.29	%
Expected life (in years)	2.5		2.5
Expected dividends	—		—

As of December 31, 2025, the Company had reserved 295,558 shares of common stock for potential conversion of Series B-1 and D Warrants.

Convertible Promissory Notes

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the year ended December 31, 2025, were as follows:



		Series D, year ended			Series D, August 1,
		December 31, 2025			2025
SPAC Exit Scenario			75	%		25	%
Qualified Financing Scenario			15	%		50	%
Dissolution Scenario			10	%		25	%
Assumed volatility			40	%		40	%
Assumed risk-free interest rate			3.50	%		3.70	%
Expected life (in years)			0.75			1.16
Assumed discount rate			20	%		20	%
Share value		$	34.47		$	27.66

Fair Value Measurements on a Non-Recurring Basis

The Company (Details) $ in Thousands	3 Months Ended		12 Months Ended
The Company (Details) $ in Thousands	Mar. 31, 2026 USD ($) subsidiary	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($) subsidiary	Dec. 31, 2024 USD ($)	Dec. 17, 2025 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of subsidiaries \| subsidiary	4		4
Cash and cash equivalents	$ 25,449	$ 41,719	$ 28,891	$ 48,252
Restricted cash			881
Accumulated deficit	264,151		255,576	181,731
Net loss	8,575	12,870	73,845	54,344
Cash used in operations	$ 6,120	$ 6,103	$ 30,162	$ 37,210
Liquidity committed by investors					$ 100,000

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Amount of accumulated undistributed earnings (deficit).

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-4

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(21))
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
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-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(17))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

RELATED PARTY TRANSACTIONS - Others (Details) - USD ($)		3 Months Ended		12 Months Ended
RELATED PARTY TRANSACTIONS - Others (Details) - USD ($)	May 01, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	May 05, 2025	Dec. 31, 2024	Oct. 31, 2024
Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
Promissory note - related party						$ 41,626
Related Party
RELATED PARTY TRANSACTIONS
Aggregate amount of loan		$ 18,889,000
Sponsor \| Administrative Services Agreement \| Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
Monthly administrative fees	$ 10,000	30,000	$ 0	$ 80,000
Monthly administrative fees paid				50,000
Accrued liabilities		60,000		30,000		0
Sponsor \| Promissory Notes \| Maximum \| Loans by Sponsor \| Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
Aggregate amount of loan		250,000		250,000
Promissory note - related party					$ 250,000
Sponsor \| Working Capital Loans \| Maximum \| Loans by Sponsor \| Post Business Combination Entity \| Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
Working capital loan convertible to Warrants		$ 1,500,000		$ 1,500,000
Debt conversion, price per warrant (in dollar per share)		$ 1		$ 1
Outstanding amount of working capital loan		$ 0		$ 0		$ 0	$ 0

SEGMENT INFORMATION (Details) - segment	3 Months Ended	12 Months Ended
SEGMENT INFORMATION (Details) - segment	Mar. 31, 2026	Dec. 31, 2025
SEGMENT INFORMATION
Number of operating segments	1	1
Number of reportable segments	1	1

STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	3 Months Ended		12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2024	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Loss from operations		$ (6,491,000)	$ (13,122,000)	$ (63,588,000)	$ (56,520,000)
Other income:
Other income		(2,084,000)	252,000	(10,257,000)	2,176,000
Net income (loss)		$ (8,575,000)	$ (12,870,000)	$ (73,845,000)	$ (54,344,000)
Basic weighted average shares outstanding (In shares)		5,056,994	5,016,149	5,026,704	5,009,250
Diluted weighted average shares outstanding (In shares)		5,056,994	5,016,149	5,026,704	5,009,250
Basic net income (loss) per share (In dollars per share)		$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Diluted net income (loss) per share (In dollars per share)		$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Cartesian Growth Corporation III
General and administrative costs	$ 42,620	$ 811,301	$ 20,449	$ 1,158,207
Loss from operations	(42,620)	(811,301)	(20,449)	(1,158,207)
Other income:
Interest earned on investments held in Trust Account		2,491,718		7,377,276
Other income		2,491,718		7,377,276
Net income (loss)	$ (42,620)	$ 1,680,417	$ (20,449)	$ 6,219,069
Class A ordinary shares subject to redemption \| Cartesian Growth Corporation III
Other income:
Basic weighted average shares outstanding (In shares)		27,600,000		18,197,802
Diluted weighted average shares outstanding (In shares)		27,600,000		18,197,802
Basic net income (loss) per share (In dollars per share)		$ 0.05		$ 0.25
Diluted net income (loss) per share (In dollars per share)		$ 0.05		$ 0.25
Class B ordinary shares \| Cartesian Growth Corporation III
Other income:
Basic weighted average shares outstanding (In shares)	6,900,000	6,900,000	6,900,000	6,593,407
Diluted weighted average shares outstanding (In shares)	6,900,000	6,900,000	6,900,000	6,900,000
Basic net income (loss) per share (In dollars per share)	$ (0.01)	$ 0.05	$ 0	$ 0.25
Diluted net income (loss) per share (In dollars per share)	$ (0.01)	$ 0.05	$ 0	$ 0.25

FAIR VALUE MEASUREMENTS - Company's assets and liabilities (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Fair value, inputs, level 1 \| Cartesian Growth Corporation III
FAIR VALUE MEASUREMENTS
Investments held in Trust Account	$ 285,868,994	$ 283,377,276

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024	Oct. 28, 2024	Dec. 31, 2023
Current assets
Total current assets	$ 33,995,000	$ 32,891,000		$ 49,638,000
Total Assets	62,391,000	62,784,000		116,033,000
Current Liabilities
Accrued expenses	4,128,000	2,981,000		2,023,000
Total current liabilities	6,185,000	5,079,000		4,419,000
Total Liabilities	41,382,000	34,526,000		22,877,000
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	249,652,000	249,652,000	$ 249,652,000	249,652,000		$ 249,652,000
Shareholders' Deficit
Ordinary share, value	0	0
Additional paid-in capital	36,285,000	34,661,000		25,193,000
Accumulated deficit	(264,151,000)	(255,576,000)		(181,731,000)
Total Shareholders' Deficit	(228,643,000)	(221,394,000)	(165,499,000)	(156,496,000)		$ (111,253,000)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit	62,391,000	62,784,000		116,033,000
Cartesian Growth Corporation III
Current assets
Cash	396,210	624,163		0
Prepaid insurance - current	112,307	112,307
Prepaid expenses	833	3,669		3,202
Total current assets	509,350	740,139		3,202
Deferred offering costs				263,676
Prepaid insurance - long term	9,359	37,435
Investments held in Trust Account	285,868,994	283,377,276		0
Total Assets	286,387,703	284,154,850		266,878
Current Liabilities
Accrued offering costs	75,000	75,000		242,872
Accrued expenses	1,312,305	759,869
Total current liabilities	1,387,305	834,869		284,498
Deferred underwriting fee	13,140,000	13,140,000
Total Liabilities	14,527,305	13,974,869		284,498
Commitments and Contingencies (Note 6)
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital				24,310
Accumulated deficit	(14,009,286)	(13,197,985)		(42,620)
Total Shareholders' Deficit	(14,008,596)	(13,197,295)	$ (38,069)	(17,620)	$ 0
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit	286,387,703	284,154,850		266,878
Cartesian Growth Corporation III \| Class A ordinary shares
Shareholders' Deficit
Ordinary share, value	0	0		0
Cartesian Growth Corporation III \| Class A ordinary shares subject to redemption
Current Liabilities
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value of approximately $10.36 and $10.27 per share as of March 31, 2026 and December 31, 2025, respectively	285,868,994	283,377,276
Cartesian Growth Corporation III \| Class B ordinary shares
Shareholders' Deficit
Ordinary share, value	$ 690	$ 690		$ 690

STOCK BASED COMPENSATION

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

STOCK BASED COMPENSATION

Note 11 - Stock Based Compensation

Equity Compensation Plans

The 2019 Stock Incentive Plan (the “2019 Plan”), was adopted by the Board of Directors to reserve a sufficient number of shares to facilitate the grants of stock options and restricted stock to employees, officers and directors, non-employee advisors and consultants in exchange for certain services. Awards granted under the 2019 Plan are issued at the discretion of the Board of Directors. Awards generally vest over four years; however, vesting terms are subject to terms set forth by the Board of Directors when the award is granted. Stock options granted under the 2019 Plan expire 10 years from the date of grant, which was subsequently amended.

Share-Based Compensation Awards

The Company estimates the fair value of stock options with service conditions and performance conditions using the Black-Scholes valuation model. The resulting fair value is recorded as compensation cost on a straight-line basis over the requisite service period. The key inputs and assumptions used to estimate the fair value of stock options include the value of the underlying stock at grant date, expected term, stock price volatility, the appropriate annual risk-free rate, and expected annual dividend yield.

Given the Company’s lack of historical data, the Company’s estimate of the expected term was calculated in accordance with the simplified method. Additionally, the Company has identified publicly traded comparable companies with similar characteristics (e.g., lithium battery manufacturing) whose historical stock price volatilities were used in the estimation of expected volatility. The risk-free interest rate is based on the U.S. Treasury zero coupon instrument with a duration/term that equals the expected term calculated by the Company.

For stock options with performance conditions, vesting is also subject to service conditions; however, the number of options that ultimately vest also depends on the attainment of certain predefined performance criteria. Note that stock options with performance conditions were issued to two strategic consultants of the Company and the performance criteria are related to the achievement of certain third-party purchase orders and contracts. No stock options with performance conditions were granted during the three months ended March 31, 2026.

The assumptions made for purposes of estimating the fair value under the Black Scholes valuation model for stock options granted during the three months ended March 31, 2026 and 2025 were as follows:



		Three Months Ended March 31,
		2026		2025
Expected term of options (years)		5.00 - 6.07		5.00 - 6.06
Risk free interest rate		3.83% - 3.98	%	4.02% - 4.43	%
Volatility		60.92% - 65.79	%	64.37% - 65.81	%
Expected dividend yield		—		—
Common stock grant date fair value per share		$25.18 - $27.78		$3.23
Option grant date fair value per share		$13.89 - $17.42		$1.87 - $2.03



		Three Months Ended March 31,
		2026		2025
Research and development		$	240	$	347
Selling, general and administrative			1,294		3,510
Total		$	1,534	$	3,857

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2026, and 2025:



					Weighted-
					Average
					Remaining
			Weighted-		Contractual	Aggregate
		Number of	Average		Term	Intrinsic Value
		Options	Exercise Price		(Years)	(in thousands)
Outstanding as of December 31, 2024 ⁽¹⁾		5,085,269	$	6.78	7.28	$	1,172
Granted		594,691		3.23
Exercised		(300)		8.21			—
Cancelled or forfeited		(555,215)		3.86
Outstanding as of March 31, 2025		5,124,445	$	3.00	7.11	$	1,172
Options vested and expected to vest as of March 31, 2025 ⁽²⁾		5,004,445	$	3.00	7.08
Exercisable as of March 31, 2025		3,696,298	$	2.91	6.68	$	1,172



				Weighted-
				Average
				Remaining
		Weighted-		Contractual	Aggregate
	Number of	Average		Term	Intrinsic Value
	Options	Exercise Price		(Years)	(in thousands)
Outstanding as of December 31, 2025 ⁽³⁾	5,546,772	$	3.83	6.94	$	31,996
Granted	33,580		25.45
Exercised	(29,252)		3.10	667
Cancelled or forfeited	(12,179)		5.08
Outstanding as of March 31, 2026	5,538,921	$	4.03	6.72	$	131,528
Options vested and expected to vest as of March 31, 2026 ⁽⁴⁾	5,448,921	$	4.05	6.71
Exercisable as of March 31, 2026	4,436,262	$	3.06	6.18	$	109,673

(1)	Includes 245,628 of stock options subject to performance conditions

(2)	Does not include 120,000 stock options subject to performance conditions which are improbable as of March 31, 2025.

(3)	Includes 215,628 of stock options subject to performance conditions

(4)	Does not include 90,000 stock options subject to performance conditions which are improbable as of March 31, 2026.

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. As of March 31, 2026 there was $6,803 of total unrecognized stock-based compensation expense to be recognized over a weighted-average period of 4 years, respectively. As of March 31, 2026, the Company had $656 of total unrecognized stock-based compensation expense included in the total above for stock options with performance conditions currently considered not probable of achievement.

NOTE 11 - STOCK BASED COMPENSATION

Equity Compensation Plans

The 2019 Plan was subsequently amended in 2021 and 2023, with each amendment increasing the number of awards issuable under the plan. As of December 31, 2025, and December 31, 2024, there were 8,668,779 shares of common stock authorized to be

issued under the 2019 Plan, of which 1,329,263 and 1,702,707 respectively shares of common stock remained available for future grants under the 2019 Plan.

Modification of Awards

In January 2025, the BOD approved a modification to all outstanding awards held by current employees and non-employees, reducing the exercise price to $3.23 per share. A total of 4,663,721 options were modified, incremental expense from the modification was $2,583, of which $2,376 was recorded immediately on the modification date. There were no such modifications in 2024.

Share-Based Compensation Awards

The assumptions made for purposes of estimating the fair value under the Black Scholes valuation model for stock options granted during the years ended December 31, 2025, and 2024 were as follows:



	Year ended December 31,
	2025			2024
Expected term of options (years)		5.00 - 6.06			5.16 - 6.07
Risk free interest rate		3.72% - 4.43	%		3.44% - 4.51	%
Volatility		63.34% - 65.81	%		62.55% - 63.77	%
Expected dividend yield		—			—
Common stock grant date fair value per share	$	3.23 - $9.67		$	4.80
Grant date fair value per share	$	1.87 - $7.29		$	2.73 - $2.99



	Year ended December 31,
	2025		2024
Research and development	$	1,001	$	677
Selling, general and administrative		8,448		8,448
Total	$	9,449	$	9,125

Stock Options

The following table summarizes stock option activity for the year ended December 31, 2025:



						Weighted-Average
		Weighted-				Remaining	Aggregate
	Number of		Average			Contractual	Intrinsic Value
	Options		Exercise Price			Term (Years)	(in thousands)
Outstanding as of December 31, 2024(1)	5,085,269		$	6.78		7.28	$	1,172
Granted	1,375,868			6.80
Exercised	(5,477)			3.50				26
Cancelled or forfeited(2)	(908,888)			3.63
Outstanding as of December 31, 2025	5,546,722		$	3.83		6.94	$	31,996
Options vested and expected to vest as of December 31, 2025(3)	5,366,772		$	3.76		6.91
Exercisable as of December 31, 2025	4,240,296		$	3.01		6.39	$	28,248

(1)Includes 245,628 of stock options subject to performance conditions

(2)Includes 30,000 of forfeited stock options subject to performance conditions.

(3)	Does not include 90,000 stock options subject to performance conditions which are improbable as of December 31, 2025.

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. As of December 31, 2025, and 2024 there was $7,426 and $10,514 of total unrecognized stock-based compensation expense to be recognized over a weighted- average period of 4 years, respectively. As of December 31, 2025, the Company had $656 of total unrecognized stock- based compensation expense included in the total above for stock options with performance conditions currently considered not probable of achievement.

Restricted Stock Units (“RSUs”)

Between February 2024 and July 2024, the Company issued a collective total of 1,446,116 RSUs subject to performance conditions, service conditions, and market conditions. No other RSUs have been historically issued. These awards were issued to several employees and one Director, and vesting is based on the achievement of performance targets, liquidity event targets, continued service requirements, and the Company’s share price. The performance target vesting criteria include business milestones that include development, commercial, financial, and production milestones. These RSUs also have a liquidity event vesting requirement where the Company must conduct a public offering through an IPO or SPAC, or the Company must sell substantially all its outstanding stock for a change of control to occur. Additionally, these RSUs require the recipients to provide continued services through at least the second anniversary of a change in control event. The number of RSUs vest in tranches based upon share price targets of the Company’s common stock as adjusted for in the RSU agreements.

The stock price target ranges of the four tranches of the RSUs are (1) $68.02 to $136.04, (2) $136.05 to $238.06, (3) $238.07 to $340.09, and (4) greater than $340.10. Additionally, the performance conditions, which are a total of 10 discrete development, commercial, financial, and production milestones, vest in the following tranches: completion of (1) 3-4 performance conditions, (2) 5-6 performance conditions, and (3) 7 or more performance conditions.

The fair values of restricted stock units granted with performance (e.g. business milestone) and market conditions (e.g. stock price target) are estimated at the grant date using a Monte Carlo simulation model. The model determined the grant date fair value of each vesting tranche and the future date when the market condition for such tranche is expected to be achieved. The Company estimated expected term based on the midpoint between the time of vesting and the remaining time to expiration of the RSU. Given the limited market trading history of the Company’s common stock, volatility is based on a weighted blend of (i) the average volatility of peer companies within the automotive and energy storage industries multiplied by a ratio of the Company’s volatility based on available stock price data as compared to the average volatility of the Company’s peers over the same period and (ii) our implied volatility from

exchange traded options. Cost of equity is calculated using (i) risk-free rate, (ii) average peer group market beta and (iii) the market-risk premium.

The following weighted average assumptions were used as inputs to the Monte Carlo simulation in determining the estimated grant-date fair value of the Company’s RSUs for the year ended December 31, 2024:



		Year ended
		December 31, 2024
Volatility		75	%
Risk-free interest rate		4	%
Expected dividend yield		0	%
Term (years)		3.0

The Company had 1,394,670 and 1,446,116 RSUs outstanding as of December 31, 2025 and December 31, 2024 respectively, all of which were granted during the year ended December 31, 2024. The grant date value of common stock for each RSU granted was $4.80 per share. The weighted average fair value of these awards on the respective grant dates in 2024 was $1.28 per share.

As of December 31, 2025, none of the vesting conditions were determined to be probable to occur and therefore, the Company did not recognize any stock-based compensation expense related to these RSUs during the year-end December 31, 2025. As of December 31, 2025, the Company had approximately $1,785 of total unrecognized stock-based compensation expense for the RSUs subject to performance conditions considered not probable of achievement.

Restricted Stock Awards (“RSAs”)

During the year ended December 31, 2025, the Company issued 17,910 shares of restricted common stock (RSAs) to a consultant. The RSAs vested immediately and the compensation expense was recognized upon vesting. The fair value of the RSAs was measured based on the fair value of the Company’s common stock on the grant date. The Company recognized RSA-related compensation expense of $86 during the year ended December 31, 2025. There were no outstanding RSAs as of December 31, 2025 and 2024.

The Company

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

The Company

Note 1 - The Company

Nature of Operations

de-SPAC Transaction

On June 5, 2026, the Merger Sub, a wholly-owned subsidiary of CGC, merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of CGC (the “Merger”). In connection with the Merger, CGC was renamed Factorial Energy Inc. (“PubCo”). PubCo became listed on the Nasdaq under the new ticker symbol “FAC” (“de-SPAC Transaction”). PubCo received gross proceeds of approximately $112,100 in connection with the de-SPAC Transaction and the sale of a private placement of PubCo Series A Common Stock, prior to the payment of transaction expenses (“de-SPAC and PIPE Proceeds”). These unaudited condensed consolidated financial statements do not reflect the impact of the de-SPAC Transaction, since it was closed subsequent to March 31, 2026.

Basis of Presentation

The accompanying interim condensed consolidated financial statements and notes to the condensed consolidated financial statements have been prepared in accordance with accounting standards generally accepted in the United States of America (“U.S. GAAP”) for interim financial information as organized in the Accounting Standards Codification (“ASC”) administrated by the Financial Accounting Standards Board (“FASB”). The accompanying interim Condensed Consolidated Balance Sheet as of March 31, 2026, the interim Condensed Consolidated Statements of Operations, Comprehensive Loss, Redeemable Convertible Preferred Stock and Stockholders’ Deficit, and the interim Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2026 and its result of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s audited annual consolidated financial statements for the year ended December 31, 2025, included in the proxy statement/prospectus filed by CGC on May 6, 2026. The accounting policies applied in the preparation of these interim condensed consolidated financial statements are consistent with those disclosed in the Company’s audited consolidated financial statements and accompanying notes. The disclosures provided herein include only those policies that have been newly adopted or updated during the interim period, if any.

Prior to the receipt of the de-SPAC and PIPE Proceeds, the Company determined that its existing liquidity was not sufficient to fund operations for at least twelve months from the date of issuance of its audited annual consolidated financial statements, which raised substantial doubt about the Company’s ability to continue as a going concern. The Company has experienced net losses and negative cash flows from operations since its inception. The Company expects it will continue to incur significant costs including research and development expenses related to its ongoing operations until it successfully develops a commercial product and achieves revenues adequately to support the Company’s operations. However, Factorial believes that its cash on hand, including the net proceeds from the de-SPAC and PIPE Proceeds will be sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of this filing. Accordingly, management has concluded that the substantial doubt about the Company’s ability to continue as a going concern has been alleviated. Factorial may, however, need additional cash resources due to changed business conditions or other developments, including unanticipated delays in negotiations with Original Equipment Manufacturers (“OEMs”) and tier-one automotive suppliers or other suppliers, supply chain challenges, competitive pressures, and regulatory developments, among other developments. To the extent that Factorial’s current resources are insufficient to satisfy its cash requirements, Factorial may need to seek additional equity or debt financing. If the financing is not available, or if the terms of financing are less desirable than Factorial expects, Factorial may be forced to decrease its level of investment in product development or scale back its operations.

Note 1 - The Company

Nature of Operations

Factorial Inc. (“Factorial”, the “Company”, or “we”) is a developer and manufacturer of advanced battery energy storage technologies and solid-state battery (“SSB”) technology. The technologies developed are expected to create a more sustainable future with high-performance batteries for electric vehicles, homes, and critical applications. As of December 31, 2025, the Company had four wholly owned subsidiaries: Factorial Security Corporation, which was formed under the laws of the Commonwealth of Massachusetts in December 2021 as a Massachusetts security corporation; Factorial Korea Ltd., which was formed in Korea in April 2022; Factorial Germany GmbH, which was formed in Germany in April 2022; Factorial Japan KK was formed in Japan in July 2022. Factorial Korea Ltd. is a manufacturing facility, while Factorial Germany GmbH is a sales office. On December 9, 2025, the Company initiated the official dissolution process for Factorial Japan KK. The dissolution notice was published in the Official Gazette dated December 24, 2025. The completion of liquidation can be registered two months after the publication of this notice and is yet to be completed as of the issuance of the 2025 financial statements and the entity financial results are included in the consolidated financial results. As of December 31, 2025, the Company has not derived revenue from its principal business activities.

Risks and Uncertainties

Since its inception, the Company has devoted its efforts principally to research and development activities. The Company is subject to risks and uncertainties common to pre-revenue companies in the clean energy industry, including, but not limited to, the successful development, commercialization and marketing of products, fluctuations in operating results and financial risks, fluctuations in foreign exchange, protection of proprietary knowledge and patent risks, supply chain risks, dependence on key personnel, competition, technological risks, vulnerability to cyber-attacks, customer demand, compliance with governmental regulations and management of organizational and expense growth. Current and future technology programs will require significant research and development efforts, including testing of our constituent materials and designed parts, manufacturing process development and investment in additional plant and equipment for product development, and building prototypes and testing of our battery cells, prior to commercialization of our products. Even if proved commercially viable, we must engage original equipment manufacturers (“OEMs”) to develop products incorporating our SSB technologies and manufactured battery components. Additional discussion of our efforts to engage interested parties in evaluating our future products is provided under the Collaboration Arrangements heading of Note 2 - Summary of Significant Accounting Policies. These efforts will require significant amounts of additional capital and adequate personnel and infrastructure. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

As of December 31, 2025, the Company had approximately $28,891 of cash and cash equivalents and $881 in restricted cash. The Company has a relatively limited operating history, and the revenue and income potential of the Company’s business and market are unproven. The Company has experienced net losses and negative cash flows from operations since its inception and, as of December 31, 2025, the Company had an accumulated deficit of $255,576. During the year ended December 31, 2025, the Company incurred a net loss of $73,845 and had cash used in operations of $30,162. The Company expects it will continue to incur significant costs including research and development expenses related to its ongoing operations until it successfully develops a commercial product and achieves revenues adequately to support the Company’s operations.

From inception to December 31, 2025, the Company has funded its operations primarily with proceeds from the sale of convertible preferred stock and common stock, as well as through funding from its joint development agreements (“JDAs”). Based on its current operating plan, the Company estimates that its cash and cash equivalents as of the issuance of these financial statements will be sufficient to fund its operating expenses and capital expenditure requirements into the fourth quarter of 2026. The Company has based this estimate on assumptions that may prove to be wrong and could deplete its liquid resources sooner than it currently expects. The Company’s liquid resources may not be sufficient to fund operations through at least the next twelve months from the date that these consolidated financial statements are issued based on its expected cash needs, which raises substantial doubt about the Company’s ability to continue as a going concern.

As the Company continues to pursue its business plan, it expects to finance its operations through a business combination with Cartesian Growth Corporation III, a special purpose acquisition company (SPAC), which was agreed to on December 17, 2025. The business combination also includes $100,000 in new liquidity committed by institutional investors in a private placement of common stock. However, there can be no assurance that the business combination will successfully close. If events or circumstances occur such that the Company does not obtain additional funding or complete the business combination, it may be necessary to significantly reduce its scope of operations to reduce the current rate of spending through actions such as reductions in staff and the need to delay, limit, reduce research and development or future commercialization efforts.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates continuing of operations along with the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Management’s plans identified above do not mitigate the conclusion that there is a substantial doubt about the Company’s ability to continue as a going concern.

REDEEMABLE CONVERTIBLE PREFERRED STOCK (Tables)

12 Months Ended

Dec. 31, 2025

REDEEMABLE CONVERTIBLE PREFERRED STOCK

Schedule of redeemable convertible preferred stock



			Common
			Stock Issuable
	Liquidation Value		Upon Conversion
	(In thousands)
Series A-1	$	3,000	1,234,568
Series A-2		6,000	2,362,204
Series B-1		22,166	2,718,539
Series C-1		28,423	3,570,724
Series C-2		26,857	2,513,698
Series D		202,385	5,950,204
Total	$	288,831	18,349,937

Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

Components of the Company's loss before income taxes

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands	3 Months Ended
	Mar. 31, 2026 USD ($)
Cash flows from operating activities:
Net loss	$ (8,575)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	882
Non-cash lease expenses and amortization	310
Stock-based compensation	1,534
Change in fair value and financing cost of convertible promissory notes	337
Change in fair value of convertible promissory notes - related parties	1,407
Change in fair value of warrant liability	106
Loss on disposal of property and equipment	9
Unrealized foreign exchange loss	487
Changes in operating assets and liabilities:
Receivables under collaboration agreements	(2,208)
Prepaid expenses and other current assets	(306)
Other non-current assets	120
Accounts payable	(174)
Accrued expenses	271
Operating lease liabilities	(320)
Net cash used in operating activities	(6,120)
Cash flows from investing activities:
Property and equipment expenditures	(482)
Advances on property and equipment	(5)
Net cash used in investing activities	(487)
Cash flows from financing activities:
Proceeds from stock option exercises	90
Deferred transaction costs paid	(1,051)
Financing costs related to issuance of convertible promissory notes	(37)
Proceeds from convertible promissory notes	4,300
Net cash provided by financing activities	3,302
Effects of exchange rate change on cash, cash equivalents and restricted cash	(134)
Net Change in Cash	(3,439)
Beginning cash, cash equivalents and restricted cash	29,772
Ending cash, cash equivalents and restricted cash	26,333
Non-cash investing and financing activities:
Deferred transaction costs included in accounts payable and accrued expenses	$ 1,723

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2025

INCOME TAXES



		Year ended December 31,
		2025			2024
Loss before income taxes:
Domestic		$	(74,059)		$	(50,284)
Foreign			214			(4,060)
Total		$	(73,845)		$	(54,344)

Reconciliation of effective tax rate



		Year ended December 31, 2025
		Amount
		(in thousands)			Percent
U.S. federal statutory tax rate		$	(15,507)		21	%
Foreign tax effects
Foreign rate differential			(45)		0.05	%
Changes in valuation allowance			12,608		(17)	%
Nontaxable or nondeductible items
Change in fair value of convertible promissory notes			1,866		(2.5)	%
Other nontaxable or nondeductible items			746		(1)	%
Other adjustments			332		(0.55)	%
Effective Tax Rate			—		—	%



		Year ended
		December 31, 2024
		% of Pretax Loss
Statutory US federal tax rate		21	%
Foreign rate differential		(1)	%
Stock-based compensation		(1)	%
Valuation allowance		(19)	%
Effective Tax Rate		—	%

Components of the Company's net deferred tax assets



		As of December 31,
		2025			2024
Deferred Tax Assets
Depreciation		$	707		$	69
Lease liability			2,247			5,062
Capitalized research and development costs			8,670			9,445
Stock compensation			3,065			1,549
Other			2			48
Net operating losses			46,467			31,292
Research and development credits			5,063			5,063
Gross Deferred Tax Assets		$	66,221		$	52,528
Valuation allowance			(64,142)			(48,312)
Deferred tax assets, net		$	2,079		$	4,216
Deferred Tax Liabilities
Right-of-use assets		$	(1,994)		$	(4,089)
Unrealized exchange gain			(85)			(127)
Deferred tax liabilities, net			(2,079)			(4,216)
Net Deferred Tax Assets		$	—		$	—

RELATED PARTY TRANSACTIONS - Others (Details) - USD ($)		3 Months Ended		12 Months Ended
RELATED PARTY TRANSACTIONS - Others (Details) - USD ($)	May 01, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	May 05, 2025	Dec. 31, 2024	Oct. 31, 2024
Related Party
RELATED PARTY TRANSACTIONS
Aggregate amount of loan		$ 18,889,000
Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
Promissory note - related party						$ 41,626
Cartesian Growth Corporation III \| Sponsor \| Administrative Services Agreement
RELATED PARTY TRANSACTIONS
Monthly administrative fees	$ 10,000	30,000	$ 0	$ 80,000
Monthly administrative fees paid				50,000
Accrued liabilities		60,000		30,000		0
Cartesian Growth Corporation III \| Sponsor \| Promissory Notes \| Maximum \| Loans by Sponsor
RELATED PARTY TRANSACTIONS
Aggregate amount of loan		250,000		250,000
Promissory note - related party					$ 250,000
Cartesian Growth Corporation III \| Sponsor \| Working Capital Loans \| Maximum \| Loans by Sponsor \| Post Business Combination Entity
RELATED PARTY TRANSACTIONS
Working capital loan convertible to Warrants		$ 1,500,000		$ 1,500,000
Debt conversion, price per warrant (in dollar per share)		$ 1		$ 1
Outstanding amount of working capital loan		$ 0		$ 0		$ 0	$ 0

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical)	May 01, 2025 shares
Cartesian Growth Corporation III \| Founder Shares \| Sponsor \| Class B ordinary shares
Number of share issued (in shares)	1,150,000
Shares outstanding (in shares)	6,900,000
Cartesian Growth Corporation III \| Founder Shares \| Sponsor \| Class B ordinary shares \| Over- allotment options \| Maximum
Shares subject to forfeiture	900,000

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

CONVERTIBLE PROMISSORY NOTES - Narrative (Details) - Convertible promissory note - USD ($) $ / shares in Units, $ in Thousands	Aug. 01, 2025	Mar. 31, 2026	Jan. 31, 2026	Dec. 31, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Convertible promissory notes	$ 10,000	$ 4,300	$ 5,340	$ 10,000
Interest rate	15.00%		5.00%
Percentage Applied to Original Note for Share Issuance Calculation	110.00%
Percentage Applied to Total Outstanding Principal and Accrued Interest for Share Issuance Calculation	50.00%
Maximum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Conversion price, cap	$ 34.0131

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

CONVERTIBLE PROMISSORY NOTES - RELATED PARTIES

Submission	Jun. 29, 2026
Submission [Line Items]
Central Index Key	0002049662
Registrant Name	Factorial Energy Inc.
Form Type	S-1
Submission Type	S-1
Fee Exhibit Type	EX-FILING FEES

CONVERTIBLE PROMISSORY NOTES - RELATED PARTIES

3 Months Ended

Mar. 31, 2026

CONVERTIBLE PROMISSORY NOTES - RELATED PARTIES

NOTE 6 – CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES

The following table shows the components of the Company’s indebtedness (in thousands):



		Three Months Ended
		March 31, 2026
Total convertible promissory notes - related parties, at fair value as of December 31, 2025		$	18,889
Change in fair value			1,407
Total convertible promissory notes - related parties, at fair value		$	20,296

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of Class A ordinary shares subject to possible redemption reflected in the balance sheet



			Common
			Stock Issuable
	Liquidation Value		Upon Conversion
	(In thousands)
Series A-1	$	3,000	1,234,568
Series A-2		6,000	2,362,204
Series B-1		22,166	2,718,539
Series C-1		28,423	3,570,724
Series C-2		26,857	2,513,698
Series D		202,385	5,950,204
Total	$	288,831	18,349,937

Schedule of calculation of basic and diluted net income per ordinary share

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



	Three Months Ended March 31,
	2026		2025
Numerator:
Net loss	$	(8,575)	$	(12,870)
Net loss attributable to common stockholders—basic and diluted	$	(8,575)	$	(12,870)
Denominator:
Weighted average number of common shares outstanding		5,056,994		5,016,149
Net loss per share attributable to common stockholders—basic and diluted	$	(1.70)	$	(2.57)

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



		Year ended December 31,
		2025		2024
Numerator:
Net loss		$	(73,845)	$	(54,344)
Net loss attributable to common stockholders - basic and diluted		$	(73,845)	$	(54,344)
Denominator:
Weighted average number of common shares outstanding			5,026,704		5,009,250
Net loss per share attributable to common stockholders - basic and diluted		$	(14.69)	$	(10.85)

Schedule of Class A ordinary shares subject to possible redemption reflected in the balance sheet



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance cost		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276
Plus:
Remeasurement of carrying value to redemption value		2,491,718
Class A ordinary shares subject to possible redemption, March 31, 2026	$	285,868,994

As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance costs		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276

Schedule of calculation of basic and diluted net income per ordinary share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



		For the Three Months Ended March 31,
		2026						2025
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	1,344,334		$	336,083		$	—	$	(20,449)
Denominator:
Basic and diluted weighted average shares outstanding			27,600,000			6,900,000			—		6,900,000
Basic and diluted net income (loss) per ordinary share		$	0.05		$	0.05		$	—	$	(0.00)

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,565,061		$	1,654,008		$	—	$	(42,620)
Denominator:
Basic weighted average shares outstanding			18,197,802			6,593,407			—		6,900,000
Basic net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,509,295		$	1,709,774		$	—	$	(42,620)
Denominator:
Diluted weighted average shares outstanding			18,197,802			6,900,000			—		6,900,000
Diluted net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)

STOCK BASED COMPENSATION - Restricted Stock Units (Details) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		12 Months Ended
	Jul. 31, 2024 shares	Feb. 29, 2024 shares	Mar. 31, 2026 USD ($)	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($) tranche Milestone director item $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares
STOCK BASED COMPENSATION
Stock-based compensation expense \| $			$ 1,534	$ 3,857	$ 9,449	$ 9,125
Restricted stock units
STOCK BASED COMPENSATION
Number of directors receiving share based awards \| director					1
Number of tranches \| tranche					4
RSUs outstanding \| shares					1,394,670	1,446,116
Common stock grant date fair value per share					$ 4.8
Weighted average fair value of RSU						$ 1.28
Vesting conditions probability \| item					0
Stock-based compensation expense \| $					$ 0
Restricted stock units \| Minimum \| Stock price between $68.02 to $136.04
STOCK BASED COMPENSATION
Stock price target					$ 68.02
Restricted stock units \| Minimum \| Stock price between $136.05 to $238.06
STOCK BASED COMPENSATION
Stock price target					136.05
Restricted stock units \| Minimum \| Stock price between $238.07 to $340.09
STOCK BASED COMPENSATION
Stock price target					238.07
Restricted stock units \| Minimum \| Stock price greater than $340.10
STOCK BASED COMPENSATION
Stock price target					340.1
Restricted stock units \| Maximum \| Stock price between $68.02 to $136.04
STOCK BASED COMPENSATION
Stock price target					136.04
Restricted stock units \| Maximum \| Stock price between $136.05 to $238.06
STOCK BASED COMPENSATION
Stock price target					238.06
Restricted stock units \| Maximum \| Stock price between $238.07 to $340.09
STOCK BASED COMPENSATION
Stock price target					$ 340.09
Restricted stock units \| 3-4 performance conditions \| Minimum
STOCK BASED COMPENSATION
Performance milestones required \| Milestone					3
Restricted stock units \| 3-4 performance conditions \| Maximum
STOCK BASED COMPENSATION
Performance milestones required \| Milestone					4
Restricted stock units \| 5-6 performance conditions \| Minimum
STOCK BASED COMPENSATION
Performance milestones required \| Milestone					5
Restricted stock units \| 5-6 performance conditions \| Maximum
STOCK BASED COMPENSATION
Performance milestones required \| Milestone					6
Restricted stock units \| 7 performance conditions \| Minimum
STOCK BASED COMPENSATION
Performance milestones required \| Milestone					7
RSU subject to performance condition
STOCK BASED COMPENSATION
Number of RSUs issued \| shares	1,446,116	1,446,116
Total milestones for performance conditions \| Milestone					10
RSU not subject to performance condition
STOCK BASED COMPENSATION
Number of RSUs issued \| shares					0
Unrecognized stock-based compensation expense \| $					$ 1,785

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of Class A ordinary shares subject to possible redemption reflected in the balance sheet



			Common
			Stock Issuable
	Liquidation Value		Upon Conversion
	(In thousands)
Series A-1	$	3,000	1,234,568
Series A-2		6,000	2,362,204
Series B-1		22,166	2,718,539
Series C-1		28,423	3,570,724
Series C-2		26,857	2,513,698
Series D		202,385	5,950,204
Total	$	288,831	18,349,937

Schedule of calculation of basic and diluted net income per ordinary share

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



	Three Months Ended March 31,
	2026		2025
Numerator:
Net loss	$	(8,575)	$	(12,870)
Net loss attributable to common stockholders—basic and diluted	$	(8,575)	$	(12,870)
Denominator:
Weighted average number of common shares outstanding		5,056,994		5,016,149
Net loss per share attributable to common stockholders—basic and diluted	$	(1.70)	$	(2.57)

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



		Year ended December 31,
		2025		2024
Numerator:
Net loss		$	(73,845)	$	(54,344)
Net loss attributable to common stockholders - basic and diluted		$	(73,845)	$	(54,344)
Denominator:
Weighted average number of common shares outstanding			5,026,704		5,009,250
Net loss per share attributable to common stockholders - basic and diluted		$	(14.69)	$	(10.85)

Schedule of Class A ordinary shares subject to possible redemption reflected in the balance sheet



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance cost		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276
Plus:
Remeasurement of carrying value to redemption value		2,491,718
Class A ordinary shares subject to possible redemption, March 31, 2026	$	285,868,994

As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance costs		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276

Schedule of calculation of basic and diluted net income per ordinary share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



		For the Three Months Ended March 31,
		2026						2025
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	1,344,334		$	336,083		$	—	$	(20,449)
Denominator:
Basic and diluted weighted average shares outstanding			27,600,000			6,900,000			—		6,900,000
Basic and diluted net income (loss) per ordinary share		$	0.05		$	0.05		$	—	$	(0.00)

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,565,061		$	1,654,008		$	—	$	(42,620)
Denominator:
Basic weighted average shares outstanding			18,197,802			6,593,407			—		6,900,000
Basic net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,509,295		$	1,709,774		$	—	$	(42,620)
Denominator:
Diluted weighted average shares outstanding			18,197,802			6,900,000			—		6,900,000
Diluted net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of components of lease expenses

The components of lease expenses recorded within the condensed consolidated statements of operations for the three months ended March 31, 2026, and 2025 are as follows (in thousands):



		Three Months Ended March 31,
		2026			2025
Finance lease costs:
Amortization of right-of-use assets		$	—		$	207
Interest on financing lease liabilities			—			185
Total finance lease costs			—			392
Operating lease costs:
Operating lease expenses			480			497
Variable lease expenses			217			199
Short-term lease expenses			—			18
Total operating lease costs			697			714
Total lease expenses		$	697		$	1,106

The components of lease expenses recorded within the consolidated statements of operations for the years ended December 31, 2025, and 2024 are as follows (in thousands):



		Year Ended December 31,
		2025			2024
Finance lease costs:
Amortization of right-of-use assets		$	666		$	829
Interest on financing lease liabilities			583			772
Total finance lease costs			1,249			1,601
Operating lease costs:
Operating lease expenses			1,936			2,089
Variable lease expenses			799			947
Short-term lease expenses			18			66
Total operating lease costs			2,753			3,102
Total lease expenses		$	4,002		$	4,703

Schedule of other information related to agreements treated as finance and operating leases



		Three Months Ended March 31,
		2026			2025
Operating cash flows from operating leases		$	(489)		$	(493)
Financing cash flows from finance lease		$	—		$	(353)



		As of
		March 31, 2026		December 31, 2025
Weighted-average remaining lease term – operating leases (years)		5.5		5.9
Weighted-average discount rate – operating leases		8.04	%	8.05	%
Remaining lease term – finance lease (years)		—		—
Discount rate – finance lease		N/A		N/A



		Year Ended December 31,
		2025			2024
Operating cash flows from operating leases		$	(1,954)		$	(2,053)
Financing cash flows from finance lease		$	(1,148)		$	(1,391)
Weighted-average remaining lease term - operating leases (years)			5.9			6.8
Weighted-average discount rate - operating leases			8.05	%		8.08	%
Remaining lease term - finance lease (years)			—			8.8
Discount rate - finance lease			N/A			7.85	%

Schedule of maturities of lease liabilities

Maturities of lease liabilities as of December 31, 2025, were as follows (in thousands):



		Operating lease
Year Ended December 31,		obligations
2026		$	1,994
2027			2,053
2028			1,546
2029			1,308
2030			1,348
Thereafter			2,577
Total lease payments			10,826
Imputed interest			(2,289)
Net lease liabilities, short-term and long-term		$	8,537
Reported as of December 31, 2025:
Lease liabilities, current portion			1,357
Lease liabilities, net of current portion			7,180
Net lease liabilities, short-term and long-term		$	8,537

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended	24 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2025	Aug. 31, 2025	Dec. 31, 2024
RELATED PARTY TRANSACTIONS
Accrued legal and professional	$ 320		$ 172	$ 172		$ 29
Stock granted	33,580	594,691	1,375,868
Related party
RELATED PARTY TRANSACTIONS
Aggregate amount of loan	$ 18,889
Related party \| Gatemore Capital Management
RELATED PARTY TRANSACTIONS
Aggregate amount of loan					$ 6,000
Related party \| Stellantis
RELATED PARTY TRANSACTIONS
Aggregate amount of loan					2,000
Related party \| Mercedes-Benz
RELATED PARTY TRANSACTIONS
Aggregate amount of loan					$ 2,000
Executive Chairman
RELATED PARTY TRANSACTIONS
Consulting expenses	88	$ 44		350
Accrued legal and professional	$ 30		$ 190	$ 190		$ 0
Member of the Company's Board of Directors \| WAVE Equity Partners
RELATED PARTY TRANSACTIONS
Stock granted			50,000
Member of the Company's Board of Directors \| Gatemore Capital Management
RELATED PARTY TRANSACTIONS
Stock granted			50,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Ordinary Share (Details) - USD ($)		2 Months Ended		3 Months Ended		12 Months Ended
	Oct. 31, 2024	Dec. 31, 2024	Dec. 31, 2024	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Basic net income (loss) per ordinary share
Allocation of net income (loss)				$ (8,575,000)	$ (12,870,000)	$ (73,845,000)	$ (54,344,000)
Denominator:
Basic weighted average shares outstanding				5,056,994	5,016,149	5,026,704	5,009,250
Basic net income (loss) per ordinary share				$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Diluted net income (loss) per ordinary share
Allocation of net income (loss)				$ (8,575,000)	$ (12,870,000)	$ (73,845,000)	$ (54,344,000)
Denominator:
Diluted weighted average shares outstanding				5,056,994	5,016,149	5,026,704	5,009,250
Diluted net income (loss) per ordinary share				$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Cartesian Growth Corporation III
Denominator:
Dilutive securities	$ 0		$ 0	$ 0		$ 0
Class A ordinary shares \| Cartesian Growth Corporation III
Denominator:
Number of warrants exercisable				20,600,000		20,600,000
Redeemable Class A \| Cartesian Growth Corporation III
Basic net income (loss) per ordinary share
Allocation of net income (loss)				$ 1,344,334		$ 4,565,061
Denominator:
Basic weighted average shares outstanding				27,600,000		18,197,802
Basic net income (loss) per ordinary share				$ 0.05		$ 0.25
Diluted net income (loss) per ordinary share
Allocation of net income (loss)				$ 1,344,334		$ 4,509,295
Denominator:
Diluted weighted average shares outstanding				27,600,000		18,197,802
Diluted net income (loss) per ordinary share				$ 0.05		$ 0.25
Non-redeemable Class B \| Cartesian Growth Corporation III
Basic net income (loss) per ordinary share
Allocation of net income (loss)		$ (42,620)		$ 336,083	$ (20,449)	$ 1,654,008
Denominator:
Basic weighted average shares outstanding		6,900,000		6,900,000	6,900,000	6,593,407
Basic net income (loss) per ordinary share		$ (0.01)		$ 0.05	$ 0	$ 0.25
Diluted net income (loss) per ordinary share
Allocation of net income (loss)		$ (42,620)		$ 336,083	$ (20,449)	$ 1,709,774
Denominator:
Diluted weighted average shares outstanding		6,900,000		6,900,000	6,900,000	6,900,000
Diluted net income (loss) per ordinary share		$ (0.01)		$ 0.05	$ 0	$ 0.25

SEGMENT INFORMATION - Reconciliation of net loss (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Operating expenses
Research and development expense	$ (1,942)	$ (6,754)	$ (24,323)	$ (31,809)
Depreciation expense	(882)	(1,984)	(6,067)	(8,302)
Loss from operations	(6,491)	(13,122)	(63,588)	(56,520)
Total other income (expense), net	(234)	252	970	1,688
Net income (loss)	(8,575)	(12,870)	(73,845)	(54,344)
Single reportable segment
Operating expenses
Reimbursement from JDAs and others	3,410	34	1,686	3,570
Payroll expense	(5,860)	(8,133)	(26,375)	(35,638)
Occupancy expense	(859)	(1,497)	(6,292)	(7,124)
Professional service expense	(916)	(606)	(4,146)	(3,671)
Research and development expense	(933)	(537)	(3,646)	(2,990)
Depreciation expense	(882)	(1,984)	(6,067)	(8,302)
Other operating expense	(451)	(399)	(1,685)	(2,365)
Loss from operations	(6,491)	(13,122)	(63,588)	(56,520)
Total other income (expense), net	(2,084)	252
Net income (loss)	$ (8,575)	$ (12,870)	$ (73,845)	$ (54,344)

SUBSEQUENT EVENTS

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Note 15 - Subsequent Events

The Company has evaluated subsequent events through June 10, 2026.

As discussed in Note 1, on June 5, 2026, upon the closing of the de-SPAC Transaction, the Company became a wholly-owned subsidiary of CGC. Under the BCA, each outstanding Class A ordinary share of CGC (each, a “CGC Class A Share”), each outstanding Class B ordinary share of CGC and each outstanding preference share of CGC was converted into one share of Series A Common Stock, par value $0.00001 per share, (the “PubCo Series A Common Stock”). Each share of Factorial Common Stock (excluding treasury shares, dissenting shares and shares held by the Factorial founders) issued and outstanding as of immediately prior to the Effective Time, was automatically canceled and extinguished and exchanged for a number of shares of PubCo Series A Common Stock equal to the consideration ratio of approximately 3.67 (the “Consideration Ratio”), which was based on an implied Factorial equity value of $1,100,000. Each share of Factorial Common Stock held by the Factorial Founders issued and outstanding as of immediately prior to the Effective Time, was automatically canceled and extinguished and exchanged for a number of shares of Series B Common Stock, par value $0.00001 per share (the “PubCo Series B Common Stock”) equal to the Consideration Ratio. Each share of Factorial Preferred Stock issued and outstanding as of immediately prior to the Effective Time was automatically canceled and extinguished and converted into the right to receive a number of shares of PubCo Series A Common Stock, par value $0.00001 per share, equal to the Consideration Ratio. PubCo received gross proceeds of approximately $112,100 in connection with the de-SPAC Transaction and the sale of a private placement of PubCo Series A Common Stock, prior to the payment of transaction expenses.

Additionally, and in congruence with the consummation of the de-SPAC transaction, each option to purchase Factorial Common Stock (each, a “Factorial Option”), whether vested or unvested, ceased to represent the right to purchase Factorial Common Shares and was canceled in exchange for options to purchase PubCo Series A Common Stock under the equity incentive plan adopted by CGC in advance of the Closing (the “PubCo Equity Incentive Plan”), in an amount equal to the product of (x) the number shares of Factorial Common Stock subject to such Factorial Option immediately prior to the Effective Time, multiplied by (y) the Consideration Ratio, at an exercise price per share equal to the quotient of (i) the exercise price per share of such Factorial Option immediately prior to the Effective Time, divided by (ii) the Consideration Ratio, and generally subject to the same terms and conditions that applied to the corresponding Factorial Option immediately prior to the Effective Time. Each restricted stock unit award that was outstanding with respect to Factorial Common Stock (each, a “Factorial RSU Award”), whether vested or unvested, ceased to have any rights in respect of the Factorial Common Stock and was canceled in exchange for a restricted stock unit award under the PubCo Equity Incentive Plan that settled in a number of shares of PubCo Series A Common Stock in an amount and subject to such terms and conditions, in each case, as set forth on the allocation schedule, that was generally subject to the same terms and conditions that applied to the corresponding Factorial RSU Award immediately prior to the Effective Time.

On April 1, 2026, the Company modified an outstanding equity award granted to a consultant that included performance based vesting conditions. As a result of the modification, 90,000 previously granted stock options were forfeited. Pursuant to the modification, and contingent upon the closing of the Company’s pending business combination, the Company is required to grant the consultant RSUs with an aggregate grant date fair value of $250. Additionally, the modification provides for the issuance of 100,000 RSUs subject to performance conditions as defined in the amended agreement.

On April 27, 2026, the Company entered into a definitive agreement to sell its wholly-owned subsidiary Factorial Germany GmbH for a total consideration of $6. The transaction will close at a later date, subject to the satisfaction of customary closing conditions in accordance with German law and registration with the German Commercial Register.

On May 18, 2026, the Company received $1,040 of proceeds related to the January 2026 Notes.

On June 5, 2026, the Company entered into an agreement with Clear Street LLC (“Clear Street”), pursuant to which Clear Street agreed to act as capital markets advisor to the Company for a term of twelve months. As consideration for these services, the agreement provides for the issuance to Clear Street of 100,000 shares of PubCo Series A Common Stock.

NOTE 16 - SUBSEQUENT EVENTS

On December 17, 2025, Cartesian Growth Corporation III, a Cayman Islands exempted company (“CGC”), Fenway MS, Inc., a Delaware corporation (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”), entered into a Business Combination Agreement (“BCA”). Merger Sub will merge with and into Factorial, with Factorial as the surviving company in the merger and, after giving effect to such merger, as a wholly-owned subsidiary of New Factorial (the “Merger”). Under the BCA, each outstanding Class A ordinary share of CGC (each, a “CGC Class A Share”), each outstanding Class B ordinary share of CGC and each outstanding preference share of CGC will be converted into one share of Series A Common Stock, par value $0.00001 per share, (the “PubCo Series A Common Stock”). Each share of Factorial Common Stock (excluding treasury shares, dissenting shares and shares held by the Factorial Founders) issued and outstanding as of immediately prior to the Effective Time, will be automatically canceled and extinguished and exchanged for number of shares of PubCo Series A Common Stock equal to the Consideration Ratio, which is based on an implied Factorial equity value of $1,100,000. Each share of Factorial Common Stock held by the Factorial Founders issued and outstanding as of immediately prior to the Effective Time, will be automatically canceled and extinguished and exchanged for a number of shares of PubCo Series B Common Stock equal to the Consideration Ratio. Each share of Factorial Preferred Stock issued and outstanding as of immediately prior to the Effective Time will be automatically canceled and extinguished and converted into the right to receive a number of shares of PubCo Series A Common Stock, par value $0.00001 per share, equal to the Consideration Ratio.

Each option to purchase Factorial Common Stock (each, a “Factorial Option”), whether vested or unvested, will cease to represent the right to purchase Factorial Common Shares and will be canceled in exchange for options to purchase PubCo Series A Common Stock under the equity incentive plan to be adopted by CGC in advance of the Closing (the “PubCo Equity Incentive Plan”), in an amount equal to the product of (x) the number shares of Factorial Common Stock subject to such Factorial Option immediately prior to the Effective Time, multiplied by (y) the Consideration Ratio, at an exercise price per share equal to the quotient of (i) the exercise price per share of such Factorial Option immediately prior to the Effective Time, divided by (ii) the Consideration Ratio, and generally subject to the same terms and conditions that applied to the corresponding Factorial Option immediately prior to the Effective Time. Each restricted stock unit award that is outstanding with respect to Factorial Common Stock (each, a “Factorial RSU Award”), whether vested or unvested, will cease to have any rights in respect of the Factorial Common Stock and will be canceled in exchange for a restricted stock unit award under the PubCo Equity Incentive Plan that settles in a number of shares of PubCo Series A Common Stock in an amount and subject to such terms and conditions, in each case, as to be set forth on an allocation schedule, that will generally be subject to the same terms and conditions that applied to the corresponding Factorial RSU Award immediately prior to the Effective Time.

The Business Combination is expected to close in mid-2026, following the receipt of the requisite approvals of CGC shareholders and Factorial stockholders and the fulfillment of other customary closing conditions.

During January 2026, the Company entered into Convertible Promissory Note Agreements where they can receive proceeds up to $5,340 (“the January 2026 Notes”) from new investors. The January 2026 Notes will bear interest of 5% per annum and mature on January 1, 2029. As of the issuance of these financial statements, the Company has received proceeds of $4,300. The January 2026 Notes provide the holders with certain conversion features including: a mandatory conversion upon a qualified financing event, an optional conversion upon a non-qualified financing event, and an optional conversion upon an acquisition of the Company. The Company has elected the fair value option under ASC 825 for its issued Notes and accordingly measures these instruments at fair value on a recurring basis, with changes in fair value recognized in other income (expense) in the consolidated statements of operations.

In January 2026, the Company entered into a new development agreement with an unaffiliated partner. The development agreement has various terms and conditions and has a term of two years; however, the unaffiliated partner has the right to terminate upon a change of control. The Company entered into this development agreement for purposes of assessing its technology through evaluation and testing of its batteries.

INITIAL PUBLIC OFFERING

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

NOTE 3. INITIAL PUBLIC OFFERING

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

STOCK BASED COMPENSATION - Schedule of stock options activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Number of Options
Options outstanding, beginning	5,546,772	5,085,269	5,085,269
Options granted	33,580	594,691	1,375,868
Exercised	(29,252)	(300)	(5,477)
Cancelled or forfeited	(12,179)	(555,215)	(908,888)
Options outstanding, ending	5,538,921	5,124,445	5,546,772	5,085,269
Exercisable	4,436,262	3,696,298	4,240,296
Weighted-Average Exercise Price
Exercise price, beginning	$ 3.83	$ 6.78	$ 6.78
Granted	25.45	3.23	6.8
Exercised	3.1	8.21	3.5
Cancelled or forfeited	5.08	3.86	3.63
Exercise price, ending	4.03	3	3.83	$ 6.78
Options vested and expected to vest	4.05	3	3.76
Exercisable	$ 3.06	$ 2.91	$ 3.01
Weighted Average Remaining Contractual Term (Years)
Outstanding	6 years 8 months 19 days	7 years 1 month 9 days	6 years 11 months 8 days	7 years 3 months 10 days
Options vested and expected to vest	6 years 8 months 15 days	7 years 29 days	6 years 10 months 28 days
Exercisable	6 years 2 months 4 days	6 years 8 months 4 days	6 years 4 months 20 days
Aggregate Intrinsic Value
Outstanding	$ 131,528	$ 1,172	$ 31,996	$ 1,172
Exercised			26
Exercisable	$ 109,673	$ 1,172	$ 28,248
Stock options subject to performance conditions
Number of Options
Options outstanding, beginning	215,628	245,628	245,628
Options granted	0		0	0
Cancelled or forfeited			(30,000)
Options outstanding, ending			215,628	245,628
Options vested and expected to vest	90,000	120,000	90,000
Stock options not subject to performance conditions
Number of Options
Options vested and expected to vest	5,448,921	5,004,445	5,366,772

ACCRUED EXPENSES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of accrued expenses

Accrued expenses consisted of the following (in thousands):



		As of
		March 31, 2026			December 31, 2025
Accrued compensation and benefits		$	838		$	760
Accrued audit and tax services			166			67
Accrued legal and professional			320			172
Accrued transaction costs			2,327			1,423
Accrued other			477			559
Total accrued expenses		$	4,128		$	2,981

Accrued expenses consisted of the following (in thousands):



		As of December 31,
		2025			2024
Accrued compensation and benefits		$	760		$	1,066
Accrued audit and tax services			67			140
Accrued legal and professional			172			29
Accrued transaction costs			1,423			—
Accrued other			559			788
Total accrued expenses		$	2,981		$	2,023

FAIR VALUE MEASUREMENTS - Market assumptions for valuation of the public warrants (Details)	Mar. 31, 2026 USD ($) $ / shares	Dec. 31, 2025 USD ($) $ / shares	May 05, 2025 Y $ / shares	Dec. 31, 2024 USD ($)
FAIR VALUE MEASUREMENTS
Fair value of warrants \| $	$ 3,484,000	$ 3,378,000		$ 1,148,000
Public and Private Placement Warrants \| Cartesian Growth Corporation III
FAIR VALUE MEASUREMENTS
Warrants and Rights Outstanding, Valuation Technique [Extensible Enumeration]			us-gaap:MonteCarloModelMember
Public and Private Placement Warrants \| Volatility \| Cartesian Growth Corporation III
FAIR VALUE MEASUREMENTS
Warrant, measurement input			0.057
Public and Private Placement Warrants \| Risk free rate \| Cartesian Growth Corporation III
FAIR VALUE MEASUREMENTS
Warrant, measurement input			0.0379
Public and Private Placement Warrants \| Market implied likelihood of completing a Business Combination \| Cartesian Growth Corporation III
FAIR VALUE MEASUREMENTS
Warrant, measurement input			0.172
Public and Private Placement Warrants \| Share price \| Cartesian Growth Corporation III
FAIR VALUE MEASUREMENTS
Warrant, measurement input \| $ / shares			9.886
Public and Private Placement Warrants \| Weighted terms (Yrs) \| Cartesian Growth Corporation III
FAIR VALUE MEASUREMENTS
Warrant, measurement input \| Y			2.86
Public Warrants \| Cartesian Growth Corporation III
FAIR VALUE MEASUREMENTS
Fair value of warrants \| $	$ 3,132,600	$ 3,132,600
Par value per warrant \| $ / shares	$ 0.227	$ 0.227
Private Placement Warrants \| Cartesian Growth Corporation III
FAIR VALUE MEASUREMENTS
Fair value of warrants \| $		$ 1,567,638
Par value per warrant \| $ / shares		$ 0.231
Private Warrants \| Cartesian Growth Corporation III
FAIR VALUE MEASUREMENTS
Fair value of warrants \| $	$ 1,567,638
Par value per warrant \| $ / shares	$ 0.231

STOCK BASED COMPENSATION

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

STOCK BASED COMPENSATION

Note 11 - Stock Based Compensation

Equity Compensation Plans

Share-Based Compensation Awards

The assumptions made for purposes of estimating the fair value under the Black Scholes valuation model for stock options granted during the three months ended March 31, 2026 and 2025 were as follows:



		Three Months Ended March 31,
		2026		2025
Expected term of options (years)		5.00 - 6.07		5.00 - 6.06
Risk free interest rate		3.83% - 3.98	%	4.02% - 4.43	%
Volatility		60.92% - 65.79	%	64.37% - 65.81	%
Expected dividend yield		—		—
Common stock grant date fair value per share		$25.18 - $27.78		$3.23
Option grant date fair value per share		$13.89 - $17.42		$1.87 - $2.03



		Three Months Ended March 31,
		2026		2025
Research and development		$	240	$	347
Selling, general and administrative			1,294		3,510
Total		$	1,534	$	3,857

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2026, and 2025:



					Weighted-
					Average
					Remaining
			Weighted-		Contractual	Aggregate
		Number of	Average		Term	Intrinsic Value
		Options	Exercise Price		(Years)	(in thousands)
Outstanding as of December 31, 2024 ⁽¹⁾		5,085,269	$	6.78	7.28	$	1,172
Granted		594,691		3.23
Exercised		(300)		8.21			—
Cancelled or forfeited		(555,215)		3.86
Outstanding as of March 31, 2025		5,124,445	$	3.00	7.11	$	1,172
Options vested and expected to vest as of March 31, 2025 ⁽²⁾		5,004,445	$	3.00	7.08
Exercisable as of March 31, 2025		3,696,298	$	2.91	6.68	$	1,172



				Weighted-
				Average
				Remaining
		Weighted-		Contractual	Aggregate
	Number of	Average		Term	Intrinsic Value
	Options	Exercise Price		(Years)	(in thousands)
Outstanding as of December 31, 2025 ⁽³⁾	5,546,772	$	3.83	6.94	$	31,996
Granted	33,580		25.45
Exercised	(29,252)		3.10	667
Cancelled or forfeited	(12,179)		5.08
Outstanding as of March 31, 2026	5,538,921	$	4.03	6.72	$	131,528
Options vested and expected to vest as of March 31, 2026 ⁽⁴⁾	5,448,921	$	4.05	6.71
Exercisable as of March 31, 2026	4,436,262	$	3.06	6.18	$	109,673

(1)	Includes 245,628 of stock options subject to performance conditions

(2)	Does not include 120,000 stock options subject to performance conditions which are improbable as of March 31, 2025.

(3)	Includes 215,628 of stock options subject to performance conditions

(4)	Does not include 90,000 stock options subject to performance conditions which are improbable as of March 31, 2026.

NOTE 11 - STOCK BASED COMPENSATION

Equity Compensation Plans

issued under the 2019 Plan, of which 1,329,263 and 1,702,707 respectively shares of common stock remained available for future grants under the 2019 Plan.

Modification of Awards

Share-Based Compensation Awards

The assumptions made for purposes of estimating the fair value under the Black Scholes valuation model for stock options granted during the years ended December 31, 2025, and 2024 were as follows:



	Year ended December 31,
	2025			2024
Expected term of options (years)		5.00 - 6.06			5.16 - 6.07
Risk free interest rate		3.72% - 4.43	%		3.44% - 4.51	%
Volatility		63.34% - 65.81	%		62.55% - 63.77	%
Expected dividend yield		—			—
Common stock grant date fair value per share	$	3.23 - $9.67		$	4.80
Grant date fair value per share	$	1.87 - $7.29		$	2.73 - $2.99



	Year ended December 31,
	2025		2024
Research and development	$	1,001	$	677
Selling, general and administrative		8,448		8,448
Total	$	9,449	$	9,125

Stock Options

The following table summarizes stock option activity for the year ended December 31, 2025:



						Weighted-Average
		Weighted-				Remaining	Aggregate
	Number of		Average			Contractual	Intrinsic Value
	Options		Exercise Price			Term (Years)	(in thousands)
Outstanding as of December 31, 2024(1)	5,085,269		$	6.78		7.28	$	1,172
Granted	1,375,868			6.80
Exercised	(5,477)			3.50				26
Cancelled or forfeited(2)	(908,888)			3.63
Outstanding as of December 31, 2025	5,546,722		$	3.83		6.94	$	31,996
Options vested and expected to vest as of December 31, 2025(3)	5,366,772		$	3.76		6.91
Exercisable as of December 31, 2025	4,240,296		$	3.01		6.39	$	28,248

(1)Includes 245,628 of stock options subject to performance conditions

(2)Includes 30,000 of forfeited stock options subject to performance conditions.

(3)	Does not include 90,000 stock options subject to performance conditions which are improbable as of December 31, 2025.

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. As of December 31, 2025, and 2024 there was $7,426 and $10,514 of total unrecognized stock-based compensation expense to be recognized over a weighted- average period of 4 years, respectively. As of December 31, 2025, the Company had $656 of total unrecognized stock- based compensation expense included in the total above for stock options with performance conditions currently considered not probable of achievement.

Restricted Stock Units (“RSUs”)

exchange traded options. Cost of equity is calculated using (i) risk-free rate, (ii) average peer group market beta and (iii) the market-risk premium.



		Year ended
		December 31, 2024
Volatility		75	%
Risk-free interest rate		4	%
Expected dividend yield		0	%
Term (years)		3.0

Restricted Stock Awards (“RSAs”)

COMMON STOCK

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

COMMON STOCK

COMMON STOCK

Note 10 - Common Stock

Total common shares issued and outstanding were 5,068,690 as of March 31, 2026.

NOTE 9 - COMMON STOCK

Each share of common stock entitles the holder to one vote, together with the Preferred Stockholders, on all matters submitted to a vote of the Company’s stockholders.

The Company had reserved the following shares of common stock for potential conversion of outstanding Preferred Stock and exercise of stock options and preferred stock warrants:



	As of December 31,
	2025	2024
Redeemable convertible preferred stock	18,349,937	18,349,937
Options to purchase common stock	5,546,772	5,085,269
Preferred stock warrants	295,559	295,559
Preferred stock issued upon conversion of convertible promissory notes	560,024	—
Restricted stock units	1,394,670	1,446,116
Total	26,146,962	25,176,881

(1)

(2)	The table above does not reflect an additional 1,329,263 shares available but not yet issued under the 2019 Stock Incentive Plan discussed in Note 11 - Stock Based Compensation.

The entire disclosure for equity.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

The Company

Note 1 - The Company

Nature of Operations

de-SPAC Transaction

Basis of Presentation

Note 1 - The Company

Nature of Operations

Risks and Uncertainties

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Cash, Cash Equivalents and Restricted Cash

Deferred Transaction Costs

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to transaction costs. Prior to the completion of the transaction (potential business combination with Cartesian Growth Corporation III as mentioned in Note 1), direct transaction costs are capitalized as deferred transaction costs. If the transaction is completed, the deferred transaction costs are charged to additional paid-in capital and offset the proceeds received from the potential business combination. As of December 31, 2025, and 2024, the Company had $1,423 and $0 of deferred transaction costs incurred, respectively.

Net Loss Per Share

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements – Not Yet Adopted

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. After completion of the business combination described in Note 16, the Company expects it will be is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

New Accounting Pronouncements - Not Yet Adopted

Liquidity and Capital Resources and Going Concern

Basis of Presentation

Liquidity and Capital Resources and Going Concern

In order to fund finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans.

Segment Reporting

Segment Reporting

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Investments Held in Trust Account

Cash and Cash Equivalents

Investments Held in Trust Account

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Offering Costs

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Class A Ordinary Shares Subject to Possible Redemption



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance cost		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276
Plus:
Remeasurement of carrying value to redemption value		2,491,718
Class A ordinary shares subject to possible redemption, March 31, 2026	$	285,868,994

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance costs		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276

Warrant Instruments

Warrant Instruments

Net Income (Loss) per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



		For the Three Months Ended March 31,
		2026						2025
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	1,344,334		$	336,083		$	—	$	(20,449)
Denominator:
Basic and diluted weighted average shares outstanding			27,600,000			6,900,000			—		6,900,000
Basic and diluted net income (loss) per ordinary share		$	0.05		$	0.05		$	—	$	(0.00)

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income by the weighted average number of shares of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Remeasurement associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,600,000 Class A Ordinary Shares in the aggregate. As of December 31, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,565,061		$	1,654,008		$	—	$	(42,620)
Denominator:
Basic weighted average shares outstanding			18,197,802			6,593,407			—		6,900,000
Basic net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,509,295		$	1,709,774		$	—	$	(42,620)
Denominator:
Diluted weighted average shares outstanding			18,197,802			6,900,000			—		6,900,000
Diluted net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

STOCK BASED COMPENSATION (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of assumptions made for purposes of estimating the fair value under the Black Scholes valuation model for stock options granted



		Three Months Ended March 31,
		2026		2025
Expected term of options (years)		5.00 - 6.07		5.00 - 6.06
Risk free interest rate		3.83% - 3.98	%	4.02% - 4.43	%
Volatility		60.92% - 65.79	%	64.37% - 65.81	%
Expected dividend yield		—		—
Common stock grant date fair value per share		$25.18 - $27.78		$3.23
Option grant date fair value per share		$13.89 - $17.42		$1.87 - $2.03



	Year ended December 31,
	2025			2024
Expected term of options (years)		5.00 - 6.06			5.16 - 6.07
Risk free interest rate		3.72% - 4.43	%		3.44% - 4.51	%
Volatility		63.34% - 65.81	%		62.55% - 63.77	%
Expected dividend yield		—			—
Common stock grant date fair value per share	$	3.23 - $9.67		$	4.80
Grant date fair value per share	$	1.87 - $7.29		$	2.73 - $2.99

Schedule of stock-based compensation expense by class reflected in the Company's consolidated statements of operations related to stock options



		Three Months Ended March 31,
		2026		2025
Research and development		$	240	$	347
Selling, general and administrative			1,294		3,510
Total		$	1,534	$	3,857



	Year ended December 31,
	2025		2024
Research and development	$	1,001	$	677
Selling, general and administrative		8,448		8,448
Total	$	9,449	$	9,125

Schedule of stock options activity



					Weighted-
					Average
					Remaining
			Weighted-		Contractual	Aggregate
		Number of	Average		Term	Intrinsic Value
		Options	Exercise Price		(Years)	(in thousands)
Outstanding as of December 31, 2024 ⁽¹⁾		5,085,269	$	6.78	7.28	$	1,172
Granted		594,691		3.23
Exercised		(300)		8.21			—
Cancelled or forfeited		(555,215)		3.86
Outstanding as of March 31, 2025		5,124,445	$	3.00	7.11	$	1,172
Options vested and expected to vest as of March 31, 2025 ⁽²⁾		5,004,445	$	3.00	7.08
Exercisable as of March 31, 2025		3,696,298	$	2.91	6.68	$	1,172



				Weighted-
				Average
				Remaining
		Weighted-		Contractual	Aggregate
	Number of	Average		Term	Intrinsic Value
	Options	Exercise Price		(Years)	(in thousands)
Outstanding as of December 31, 2025 ⁽³⁾	5,546,772	$	3.83	6.94	$	31,996
Granted	33,580		25.45
Exercised	(29,252)		3.10	667
Cancelled or forfeited	(12,179)		5.08
Outstanding as of March 31, 2026	5,538,921	$	4.03	6.72	$	131,528
Options vested and expected to vest as of March 31, 2026 ⁽⁴⁾	5,448,921	$	4.05	6.71
Exercisable as of March 31, 2026	4,436,262	$	3.06	6.18	$	109,673

(1)	Includes 245,628 of stock options subject to performance conditions

(2)	Does not include 120,000 stock options subject to performance conditions which are improbable as of March 31, 2025.

(3)	Includes 215,628 of stock options subject to performance conditions

(4)	Does not include 90,000 stock options subject to performance conditions which are improbable as of March 31, 2026.



						Weighted-Average
		Weighted-				Remaining	Aggregate
	Number of		Average			Contractual	Intrinsic Value
	Options		Exercise Price			Term (Years)	(in thousands)
Outstanding as of December 31, 2024(1)	5,085,269		$	6.78		7.28	$	1,172
Granted	1,375,868			6.80
Exercised	(5,477)			3.50				26
Cancelled or forfeited(2)	(908,888)			3.63
Outstanding as of December 31, 2025	5,546,722		$	3.83		6.94	$	31,996
Options vested and expected to vest as of December 31, 2025(3)	5,366,772		$	3.76		6.91
Exercisable as of December 31, 2025	4,240,296		$	3.01		6.39	$	28,248

(1)Includes 245,628 of stock options subject to performance conditions

(2)Includes 30,000 of forfeited stock options subject to performance conditions.

(3)	Does not include 90,000 stock options subject to performance conditions which are improbable as of December 31, 2025.

Schedule of weighted average assumptions used in estimating grant-date fair value of the Company's RSUs



		Year ended
		December 31, 2024
Volatility		75	%
Risk-free interest rate		4	%
Expected dividend yield		0	%
Term (years)		3.0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($)		2 Months Ended	3 Months Ended	12 Months Ended
	Oct. 31, 2024	Dec. 31, 2024	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interest and penalties accrued		$ 0		$ 0	$ 0
Tax provision				0	0
Cartesian Growth Corporation III
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unrecognized tax benefits	$ 0	0	$ 0	0	0
Interest and penalties accrued	0	0	0	0	$ 0
Tax provision	$ 0	$ 0	$ 0	$ 0

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	2 Months Ended	3 Months Ended			12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2024	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2025	Dec. 31, 2024
Cash Flows from Operating Activities:
Net income (loss)		$ (8,575,000)	$ (12,870,000)		$ (73,845,000)	$ (54,344,000)
Changes in operating assets and liabilities:
Accrued expenses		271,000	(2,000)		134,000	(688,000)
Net cash used in operating activities		(6,120,000)	(6,103,000)		(30,162,000)	(37,210,000)
Cash Flows from Investing Activities:
Net cash used in investing activities		(487,000)	(172,000)		1,326,000	(1,877,000)
Cash Flows from Financing Activities:
Net cash provided by financing activities		3,302,000	(205,000)		7,300,000	(816,000)
Net Change in Cash		(3,439,000)	(6,516,000)		(21,649,000)	(40,118,000)
Cash - Beginning of period		29,772,000	51,421,000		51,421,000
Cash - End of period	$ 51,421,000	26,333,000	44,905,000	$ 51,421,000	29,772,000	$ 51,421,000
Cartesian Growth Corporation III
Cash Flows from Operating Activities:
Net income (loss)	(42,620)	1,680,417	(20,449)		6,219,069
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Payment of operation costs through promissory note	35,814		20,449		20,450
Formation costs paid through issuance of Class B ordinary shares	6,806
Interest earned on marketable securities held in Trust Account		(2,491,718)			(7,377,276)
Changes in operating assets and liabilities:
Prepaid insurance					(112,307)
Prepaid expenses		2,836			23,131
Long term prepaid insurance		28,076			(37,435)
Accrued expenses		552,436			759,869
Net cash used in operating activities		(227,953)			(504,499)
Cash Flows from Investing Activities:
Investment of cash in Trust Account					(276,000,000)
Net cash used in investing activities					(276,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid					271,200,000
Proceeds from sale of Private Placements Warrants					6,800,000
Repayment of advances from related party					(37,433)
Repayment of promissory note - related party					(250,000)
Payment of offering costs					(583,905)
Net cash provided by financing activities					277,128,662
Net Change in Cash		(227,953)			624,163
Cash - Beginning of period		624,163
Cash - End of period		396,210			624,163
Non-Cash investing and financing activities:
Prepaid services contributed by Sponsor through promissory note - related party				$ 11,326
Remeasurement of Class A ordinary shares to redemption value		$ 2,491,718			29,096,766
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	12,790
Deferred costs included in accrued offering costs	242,872		273,763		371,503
Deferred offering costs paid through promissory note - related party	5,812		165,299		176,598
Deferred offering costs applied to prepaid expense	$ 2,202		$ 3,202
Deferred underwriting fee payable					$ 13,140,000

PROPERTY AND EQUIPMENT

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

PROPERTY AND EQUIPMENT

Note 4 - Property and Equipment

Property and equipment, net consists of the following (in thousands):



		As of
		March 31, 2026		December 31, 2025
Leasehold improvements		$	10,680	$	10,680
Machinery and equipment			16,081		16,315
Furniture and fixtures			414		419
Computer and software			211		216
Buildings			1,160		1,227
Building Fixtures			1,256		1,206
Land			3,196		3,382
Advances on purchases of property and equipment			617		632
Total		$	33,615	$	34,077
Accumulated depreciation			(13,409)		(12,801)
Total		$	20,206	$	21,276

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following (in thousands):



		As of December 31,
		2025			2024
Leasehold improvements		$	10,680		$	32,427
Machinery and equipment			16,315			22,205
Furniture and fixtures			419			415
Computer and software			216			203
Buildings			1,227			1,205
Building Fixtures			1,206			1,143
Land			3,382			3,320
Advances on purchases of property and equipment			632			1,627
Total		$	34,077		$	62,545
Accumulated depreciation			(12,801)			(14,855)
Total		$	21,276		$	47,690

NET LOSS PER COMMON SHARE (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of basic and diluted losses per share

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



	Three Months Ended March 31,
	2026		2025
Numerator:
Net loss	$	(8,575)	$	(12,870)
Net loss attributable to common stockholders—basic and diluted	$	(8,575)	$	(12,870)
Denominator:
Weighted average number of common shares outstanding		5,056,994		5,016,149
Net loss per share attributable to common stockholders—basic and diluted	$	(1.70)	$	(2.57)

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



		Year ended December 31,
		2025		2024
Numerator:
Net loss		$	(73,845)	$	(54,344)
Net loss attributable to common stockholders - basic and diluted		$	(73,845)	$	(54,344)
Denominator:
Weighted average number of common shares outstanding			5,026,704		5,009,250
Net loss per share attributable to common stockholders - basic and diluted		$	(14.69)	$	(10.85)

Schedule of common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive



	Three Months Ended March 31,
	2026	2025
Series A‑1 redeemable convertible preferred stock	1,234,568	1,234,568
Series A‑2 redeemable convertible preferred stock	2,362,204	2,362,204
Series B‑1 redeemable convertible preferred stock	2,718,539	2,718,539
Series C‑1 redeemable convertible preferred stock	3,570,724	3,570,724
Series C‑2 redeemable convertible preferred stock	2,513,698	2,513,698
Series D redeemable convertible preferred stock	5,950,204	5,950,204
Preferred stock warrants	295,558	295,558
Preferred stock issued upon conversion of convertible promissory notes ⁽¹⁾	560,024	—
Options to purchase common stock	5,538,921	5,124,445
Restricted stock units	1,394,670	1,414,922

(1)

Due to the multiple conversion options provided for within the Company’s convertible promissory notes, the Company applied the if-converted method to the calculation of the anti-dilutive shares underlying such notes to determine the estimated shares that the notes would convert into as of March 31, 2026. This assumption included consideration of the multiple conversion features and applying probability weightings to an assumed price of approximately $38 per share ($19 per share after applying the 50% discount).



		Year ended December 31,
		2025	2024
Series A-1 redeemable convertible preferred stock		1,234,568	1,234,568
Series A-2 redeemable convertible preferred stock		2,362,204	2,362,204
Series B-1 redeemable convertible preferred stock		2,718,539	2,718,539
Series C-1 redeemable convertible preferred stock		3,570,724	3,570,724
Series C-2 redeemable convertible preferred stock		2,513,698	2,513,698
Series D redeemable convertible preferred stock		5,950,204	5,950,204
Preferred stock warrants		295,558	295,558
Preferred stock issued upon conversion of convertible promissory notes ⁽¹⁾		560,024	—
Options to purchase common stock		5,546,772	5,085,269
Restricted stock units		1,394,670	1,446,116

NET LOSS PER COMMON SHARE

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

NET LOSS PER COMMON SHARE

Note 12 - Net Loss Per Common Share

Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period.

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



	Three Months Ended March 31,
	2026		2025
Numerator:
Net loss	$	(8,575)	$	(12,870)
Net loss attributable to common stockholders—basic and diluted	$	(8,575)	$	(12,870)
Denominator:
Weighted average number of common shares outstanding		5,056,994		5,016,149
Net loss per share attributable to common stockholders—basic and diluted	$	(1.70)	$	(2.57)

The following common stock equivalents were excluded from the calculation of diluted loss per share attributable to common stockholders because their inclusion would have been anti-dilutive:



	Three Months Ended March 31,
	2026	2025
Series A‑1 redeemable convertible preferred stock	1,234,568	1,234,568
Series A‑2 redeemable convertible preferred stock	2,362,204	2,362,204
Series B‑1 redeemable convertible preferred stock	2,718,539	2,718,539
Series C‑1 redeemable convertible preferred stock	3,570,724	3,570,724
Series C‑2 redeemable convertible preferred stock	2,513,698	2,513,698
Series D redeemable convertible preferred stock	5,950,204	5,950,204
Preferred stock warrants	295,558	295,558
Preferred stock issued upon conversion of convertible promissory notes ⁽¹⁾	560,024	—
Options to purchase common stock	5,538,921	5,124,445
Restricted stock units	1,394,670	1,414,922

(1)

Due to the multiple conversion options provided for within the Company’s convertible promissory notes, the Company applied the if-converted method to the calculation of the anti-dilutive shares underlying such notes to determine the estimated shares that the notes would convert into as of March 31, 2026. This assumption included consideration of the multiple conversion features and applying probability weightings to an assumed price of approximately $38 per share ($19 per share after applying the 50% discount).

NOTE 13 - NET LOSS PER COMMON SHARE

Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period.

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



		Year ended December 31,
		2025		2024
Numerator:
Net loss		$	(73,845)	$	(54,344)
Net loss attributable to common stockholders - basic and diluted		$	(73,845)	$	(54,344)
Denominator:
Weighted average number of common shares outstanding			5,026,704		5,009,250
Net loss per share attributable to common stockholders - basic and diluted		$	(14.69)	$	(10.85)

The following common stock equivalents were excluded from the calculation of diluted loss per share attributable to common stockholders because their inclusion would have been anti-dilutive:



		Year ended December 31,
		2025	2024
Series A-1 redeemable convertible preferred stock		1,234,568	1,234,568
Series A-2 redeemable convertible preferred stock		2,362,204	2,362,204
Series B-1 redeemable convertible preferred stock		2,718,539	2,718,539
Series C-1 redeemable convertible preferred stock		3,570,724	3,570,724
Series C-2 redeemable convertible preferred stock		2,513,698	2,513,698
Series D redeemable convertible preferred stock		5,950,204	5,950,204
Preferred stock warrants		295,558	295,558
Preferred stock issued upon conversion of convertible promissory notes ⁽¹⁾		560,024	—
Options to purchase common stock		5,546,772	5,085,269
Restricted stock units		1,394,670	1,446,116

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands	COMMON STOCK	ADDITIONAL PAID-IN CAPITAL	ACCUMULATED DEFICIT	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	TREASURY STOCK AT COST	Total
Increase (Decrease) in Temporary Equity [Roll Forward]
Class A ordinary shares subject to possible redemption						$ 249,652
Redeemable convertible preferred stock (in shares)						18,349,937
Beginning balance at Dec. 31, 2023		$ 16,055	$ (127,387)	$ 113	$ (34)	$ (111,253)
Beginning balance (in shares) at Dec. 31, 2023	5,006,697
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance from stock option exercises		13				13
Issuance from stock option exercises (in shares)	9,354
Stock based compensation		9,125				9,125
Foreign currency translation adjustments				(37)		(37)
Net loss			(54,344)			(54,344)
Ending balance at Dec. 31, 2024		25,193	(181,731)	76	(34)	$ (156,496)
Ending balance (in shares) at Dec. 31, 2024	5,016,051					5,016,051
Ending balance at Dec. 31, 2024		25,193	(181,731)	76	(34)	$ (156,496)
Ending balance (in shares) at Dec. 31, 2024	5,016,051					5,016,051
Increase (Decrease) in Temporary Equity [Roll Forward]
Class A ordinary shares subject to possible redemption						$ 249,652
Redeemable convertible preferred stock (in shares)						18,349,937
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance from stock option exercises		2				$ 2
Issuance from stock option exercises (in shares)	300					300
Stock based compensation		3,857				$ 3,857
Foreign currency translation adjustments				8		8
Net loss			(12,870)			(12,870)
Ending balance at Mar. 31, 2025		29,052	(194,601)	84	(34)	(165,499)
Ending balance (in shares) at Mar. 31, 2025	5,016,351
Beginning balance at Dec. 31, 2024		25,193	(181,731)	76	(34)	$ (156,496)
Beginning balance (in shares) at Dec. 31, 2024	5,016,051					5,016,051
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance from stock option exercises		19				$ 19
Issuance from stock option exercises (in shares)	5,477					5,477
Issuance from vesting of RSAs (in shares)	17,910
Stock based compensation		9,449				$ 9,449
Foreign currency translation adjustments				(521)		(521)
Net loss			(73,845)			(73,845)
Ending balance at Dec. 31, 2025		34,661	(255,576)	(445)	(34)	$ (221,394)
Ending balance (in shares) at Dec. 31, 2025	5,039,438					5,039,438
Increase (Decrease) in Temporary Equity [Roll Forward]
Class A ordinary shares subject to possible redemption						$ 249,652
Redeemable convertible preferred stock (in shares)						18,349,937
Class A ordinary shares subject to possible redemption						$ 249,652
Redeemable convertible preferred stock (in shares)						18,349,937
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance from stock option exercises		90				$ 90
Issuance from stock option exercises (in shares)	29,252					29,252
Stock based compensation		1,534				$ 1,534
Foreign currency translation adjustments				(298)		(298)
Net loss			(8,575)			(8,575)
Ending balance at Mar. 31, 2026		$ 36,285	$ (264,151)	$ (743)	$ (34)	$ (228,643)
Ending balance (in shares) at Mar. 31, 2026	5,068,690					5,068,690
Increase (Decrease) in Temporary Equity [Roll Forward]
Class A ordinary shares subject to possible redemption						$ 249,652
Redeemable convertible preferred stock (in shares)						18,349,937

INITIAL PUBLIC OFFERING (Details) - Cartesian Growth Corporation III			12 Months Ended
	May 05, 2025 USD ($) D $ / shares shares	May 01, 2025 shares	Dec. 31, 2025 $ / shares shares	Mar. 31, 2026 shares	Dec. 31, 2024 shares
Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants outstanding \| shares			13,800,000	13,800,000
Private Placement Warrants
INITIAL PUBLIC OFFERING
Number of warrants outstanding \| shares			6,800,000	6,800,000
Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of shares issued for each warrant \| shares	1
Exercise price of warrants \| $ / shares	$ 11.5
Minimum share price required for redemption of warrants \| $ / shares	18
Redemption price per warrant \| $ / shares	18
Business combination, warrants adjustment, stock issue price trigger \| $ / shares	$ 9.2
Business combination, warrants adjustment, proceeds from stock issue, percentage trigger	60.00%
Business combination, warrants adjustment, trading period	20 days
Business combination, warrants adjustment, volume weighted average trading price trigger \| $ / shares	$ 9.2
Business combination, warrants adjustment, exercise price percentage	115.00%
Business combination, warrants adjustment, redemption price percentage	180.00%
Initial public offering
INITIAL PUBLIC OFFERING
Number of units offered \| shares	27,600,000
Price per unit \| $ / shares	$ 10
Gross proceeds from issuance of initial public offering \| $	$ 276,000,000
Number of redeemable warrant per unit \| shares	0.5
Threshold days from business combination for transfer of warrants	30 days		30 days
Expiry term of warrants	5 years		5 years
Number of warrants outstanding \| shares			20,600,000	20,600,000	0
Minimum lock in period required for warrant exercise from the date of business combination	20 days
Threshold period for exercise of warrants become effective	60 days
Initial public offering \| Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of shares per unit \| shares	1
Number of shares issued for each warrant \| shares	1
Exercise price of warrants \| $ / shares	$ 11.5		$ 11.5
Trading days for computation of fair market value	10 days
Minimum share price required for redemption of warrants \| $ / shares	$ 18
Redemption price per warrant \| $ / shares	$ 0.01
Redemption period of warrant	30 days
Threshold consecutive trading days of warrants redemption \| D	20
Threshold trading days of warrants redemption \| D	30
Threshold business days from business combination for redemption of warrants	30 days
Threshold business days prior to redemption notice for redemption of warrants	3 days
Over- allotment options
INITIAL PUBLIC OFFERING
Number of units offered \| shares	3,600,000	3,600,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

Use of Estimates

Collaboration Arrangements and Partnership Agreements

Deferred Transaction Costs

Convertible Promissory Notes, Fair Value

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements – Not Yet Adopted

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Use of Estimates

Foreign Currency

Cash, Cash Equivalents and Restricted Cash

Property and Equipment

Depreciation is computed using the straight-line method over the following estimated useful lives:



Assets		Years
Leasehold improvements		Lesser of lease term or useful life
Machinery and equipment		7-10
Furniture and fixtures		5
Computer and software		3
Buildings		20
Building Fixtures		7

Collaboration Arrangements

Reserve for Credit Losses

Research and Development

Deferred Transaction Costs

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to transaction costs. Prior to the completion of the transaction (potential business combination with Cartesian Growth Corporation III as mentioned in Note 1), direct transaction costs are capitalized as deferred transaction costs. If the transaction is completed, the deferred transaction costs are charged to additional paid-in capital and offset the proceeds received from the potential business combination. As of December 31, 2025, and 2024, the Company had $1,423 and $0 of deferred transaction costs incurred, respectively.

Redeemable Convertible Preferred Stock Warrant Liabilities

Convertible Promissory Notes - Related Parties, Fair Value

Changes in the fair value of the Convertible Promissory Notes are recorded as gains or losses in the Company’s consolidated statements of operations in each reporting period. For the year ended December 31, 2025, the Company recorded a loss on the change in fair value of convertible promissory notes of $4,389.

Contingencies

The Company records accruals for contingencies when a loss is probable, and the amount of the loss can be reasonably estimated.

Leases

Stock-Based Compensation

Refer to Note 11 for further information.

Redeemable Convertible Preferred Stock

Concentrations of Credit Risk and Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements. For the years ended December 31, 2025 and 2024, the Company did not generate any revenue.

Net Loss Per Share

Income Taxes

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. After completion of the business combination described in Note 16, the Company expects it will be is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

New Accounting Pronouncements - Not Yet Adopted

COMMITMENTS AND CONTINGENCIES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 8 - Commitments and Contingencies

Leases

The components of lease expenses recorded within the condensed consolidated statements of operations for the three months ended March 31, 2026, and 2025 are as follows (in thousands):



		Three Months Ended March 31,
		2026			2025
Finance lease costs:
Amortization of right-of-use assets		$	—		$	207
Interest on financing lease liabilities			—			185
Total finance lease costs			—			392
Operating lease costs:
Operating lease expenses			480			497
Variable lease expenses			217			199
Short-term lease expenses			—			18
Total operating lease costs			697			714
Total lease expenses		$	697		$	1,106

Other information related to agreements treated as finance and operating leases was as follows:



		Three Months Ended March 31,
		2026			2025
Operating cash flows from operating leases		$	(489)		$	(493)
Financing cash flows from finance lease		$	—		$	(353)



		As of
		March 31, 2026		December 31, 2025
Weighted-average remaining lease term – operating leases (years)		5.5		5.9
Weighted-average discount rate – operating leases		8.04	%	8.05	%
Remaining lease term – finance lease (years)		—		—
Discount rate – finance lease		N/A		N/A

The remaining lease obligations are substantially unchanged from year end.

Legal Proceedings

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Leases

The components of lease expenses recorded within the consolidated statements of operations for the years ended December 31, 2025, and 2024 are as follows (in thousands):



		Year Ended December 31,
		2025			2024
Finance lease costs:
Amortization of right-of-use assets		$	666		$	829
Interest on financing lease liabilities			583			772
Total finance lease costs			1,249			1,601
Operating lease costs:
Operating lease expenses			1,936			2,089
Variable lease expenses			799			947
Short-term lease expenses			18			66
Total operating lease costs			2,753			3,102
Total lease expenses		$	4,002		$	4,703

Other information related to agreements treated as finance and operating leases was as follows:



		Year Ended December 31,
		2025			2024
Operating cash flows from operating leases		$	(1,954)		$	(2,053)
Financing cash flows from finance lease		$	(1,148)		$	(1,391)
Weighted-average remaining lease term - operating leases (years)			5.9			6.8
Weighted-average discount rate - operating leases			8.05	%		8.08	%
Remaining lease term - finance lease (years)			—			8.8
Discount rate - finance lease			N/A			7.85	%

Maturities of lease liabilities as of December 31, 2025, were as follows (in thousands):



		Operating lease
Year Ended December 31,		obligations
2026		$	1,994
2027			2,053
2028			1,546
2029			1,308
2030			1,348
Thereafter			2,577
Total lease payments			10,826
Imputed interest			(2,289)
Net lease liabilities, short-term and long-term		$	8,537
Reported as of December 31, 2025:
Lease liabilities, current portion			1,357
Lease liabilities, net of current portion			7,180
Net lease liabilities, short-term and long-term		$	8,537

Legal Proceedings

FAIR VALUE MEASUREMENTS - Criteria for determining market implied likelihood of completing a business combination measurement input (Details) - Cartesian Growth Corporation III - Public Warrants - Market implied likelihood of completing a Business Combination	May 05, 2025 USD ($) $ / shares
Minimum
FAIR VALUE MEASUREMENTS
IPO proceeds ($M) \| $	$ 55
Rights coverage (per unit) \| $ / shares	$ 0.05
Remaining months to complete	9 months
Maximum
FAIR VALUE MEASUREMENTS
IPO proceeds ($M) \| $	$ 250
Warrant coverage	1
Rights coverage (per unit) \| $ / shares	$ 0.2
Remaining months to complete	22 months

INCOME TAXES - Narratives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
INCOME TAXES
Valuation allowance	$ 64,142	$ 48,312
Change in valuation allowance	15,830	$ 12,870
Deferred taxes provided on Unremitted Foreign Earnings	0
Federal
INCOME TAXES
Net operating loss carryforwards	$ 172,668
Annual taxable income utilization limit (in Percentage)	80.00%
Change in valuation allowance	$ 12,608
Federal \| Research and development
INCOME TAXES
Tax credit carryforward amount	$ 3,503
Tax credit carryforward expiration date	Dec. 31, 2039
State
INCOME TAXES
Net operating loss carryforwards	$ 157,844
Net operating loss carryforwards expiration date	Dec. 31, 2039
Change in valuation allowance	$ 3,222
State \| Research and development
INCOME TAXES
Tax credit carryforward amount	$ 1,527
Tax credit carryforward expiration date	Dec. 31, 2035
Foreign
INCOME TAXES
Net operating loss carryforwards	$ 3,867
Change in valuation allowance	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Collaboration Arrangements and Partnership Agreements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	May 18, 2026
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Expense reimbursements	$ 3,410	$ 34
One Partner
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Expense reimbursements	$ 3,360
Convertible Promissory Note, January 2026 \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance of research and development services			$ 900

RELATED PARTY TRANSACTIONS

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

RELATED PARTY TRANSACTIONS

NOTE 14 - Related Party Transactions

Collaboration Arrangements

The Company has established JDAs with various partners with some of the partners also making investments in the Company through the purchase of preferred shares. In connection with the Series D Agreements, the Company entered into both Warrant and JDA agreements with Mercedes-Benz and Stellantis.

Uwe Keller, a member of the Company’s Board of Directors, represents Mercedes-Benz who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. For the three months ended March 31, 2026, the Company recognized no expense reimbursements for the services provided under the JDA with Mercedes-Benz. For the three months ended March 31, 2025, the Company recognized $24 in expense reimbursements for the services provided under the JDA with Mercedes-Benz, which are recorded net within research and development expenses on the condensed consolidated statement of operations. There were no amounts due from Mercedes-Benz as of March 31, 2026, and December 31, 2025.

Michael Bly, a member of the Company’s Board of Directors, represents Stellantis who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. For the three months ended March 31, 2026, and 2025, the Company recognized no expense reimbursements for the services provided under the JDA with Stellantis. There were no amounts due from Stellantis as of March 31, 2026. Amounts due from Stellantis totaled $1,000 which are included in receivables under collaboration agreements on the condensed consolidated balance sheets as of December 31, 2025.

In August 2025, the Company modified its existing JDA with Stellantis. The modified JDA required the Company to make a $2,000 payment to Stellantis for services related to the production and testing of a demo fleet. The Company and Stellantis jointly developed a production timeline as outlined in the agreement, which includes deliverables of Stellantis to the Company through June 2027 such as, module and pack safety reports, battery management system results, installation and retrofitting of test cells, and validation results of the demo fleet. In December 2025, the Company prepaid $2,000 to Stellantis for these services. As of March 31, 2026, and December 31, 2025, $40 and $160 are included in other non-current assets, respectively on the condensed consolidated balance sheets. As of March 31, 2026, and December 31, 2025, $910 and $950 are included in prepaid expenses and other current assets, respectively on the condensed consolidated balance sheets. During the three months ended March 31, 2026, $160 of expense was recognized as part of the agreement and is included in research and development expenses on the condensed consolidated statements of operations.

Consulting Arrangements

In March of 2020, the Company entered into a consulting services agreement with Joseph Taylor who also serves as Executive Chairman of the Company’s Board of Directors. For the three months ended March 31, 2026 and 2025, the Company incurred $88 and $44, respectively in expenses for consulting services provided by Joseph Taylor recorded within selling, general and administrative expenses on the condensed consolidated statements of operations. Amounts due to Joseph Taylor totaled $30 and $190 as of March 31, 2026, and December 31, 2025, respectively and are included in accounts payable.

NOTE 15 - RELATED PARTY TRANSACTIONS

Collaboration Arrangements

Uwe Keller, a member of the Company’s Board of Directors, represents Mercedes-Benz who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. As mentioned in Note 2, the Company entered into a JDA with Mercedes-Benz during the year-ended December 31, 2021. For the years ended December 31, 2025, and 2024, the Company received $110 and $2,613, respectively, in expense reimbursements for the services provided under the JDA with Mercedes-Benz which are recorded net within research and development expenses on the consolidated statements of operations. There were no amounts due from Mercedes-Benz as of December 31, 2025. Amounts due from Mercedes-Benz totaled $4, which are included in receivables under collaboration agreements on the consolidated balance sheets as of December 31, 2024.

Michael Bly, a member of the Company’s Board of Directors, represents Stellantis who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. As mentioned in Note 2, the Company entered into a JDA with Stellantis during the year-ended December 31, 2021. For the years ended December 31, 2025, and 2024, the Company received $1,185 and $776, respectively in expense reimbursements for the services provided under the JDA with Stellantis which are recorded net within research and development expenses on the consolidated statements of operations. Amounts due from Stellantis totaled $1,000 and $577, which are included in receivables under collaboration agreements on the consolidated balance sheets as of December 31, 2025, and 2024, respectively.

In August 2025, the Company modified its existing JDA with Stellantis. The modified JDA required the Company to make a $2,000 payment to Stellantis for services related to the production and testing of a demo fleet. The Company and Stellantis jointly developed a production timeline as outlined in the agreement, which includes deliverables of Stellantis to the Company through June 2027 such as, module and pack safety reports, battery management system results, installation and retrofitting of test cells, and validation results of the demo fleet. During the year ended December 31, 2025, the Company prepaid $2,000 to Stellantis for these services. As of December 31, 2025, $160 is included in other non-current assets and $950 is included in prepaid expenses and other current assets on the consolidated balance sheets. During the year ended December 31, 2025, $890 of expense was recognized as part of the agreement and is included in research and development expenses on the consolidated statements of operations.

Secondary Share Sale

In 2023, Hermitage Investment Fund 1 LP (“Hermitage”), an existing investor in Factorial, negotiated a sale purchase agreement with certain stockholders in the Company for the Series D price of $34.0131 per share, where the transfer of the shares occurred during the year ended December 31, 2024 (“Secondary Transactions”). Two of the stockholders that were a party of the transaction were certain trusts, of which Alex Yu, CTO, and Siyu Huang, CEO, are trustees, respectively. Specifically, Alex Yu sold 32,693 shares of Factorial Common Stock and Siyu Huang sold 39,930 shares of Factorial Common Stock, respectively. The fair value of the Factorial Common Stock at the time of the Secondary Transactions was $4.80 per share and the shares were sold for price of $34.0131 per share, leading to excess of fair value of $29.2131 per share. Additionally, the Company determined the excess paid over fair value was not for a purpose clearly other than compensation and therefore, recorded stock-based compensation for the year ended December 31, 2024 of $2,122 for the CEO and CTO related to the incremental fair value received by the employees.

Consulting Arrangements

In March of 2020, the Company entered into a consulting services agreement with Joseph Taylor who also serves as Executive Chairman of the Company’s Board of Directors. For the years ended December 31, 2025 and 2024, the Company incurred $350 in expenses for consulting services provided by Joeseph Taylor recorded within selling, general and administrative expenses on the consolidated statements of operations. Amounts due to Joseph Taylor totaled $190 as of December 31, 2025, and are included in accounts payable. There were no amounts due to Joseph Taylor as of December 31, 2024.

Stock Option Issuance

Praveen Sahay, a member of the Company’s Board of Directors, represents WAVE Equity Partners who is an investor in the Company’s Preferred Stock. During the year ended December 31, 2025, the Company granted 50,000 stock options to Praveen Sahay for his services performed as a board member.

Liad Meidar, a member of the Company’s Board of Directors, represents Gatemore Capital Management who is an investor in the Company’s Preferred Stock. During the year ended December 31, 2025, the Company granted 50,000 stock options to Liad Meidar for his services performed as a board member.

Convertible Promissory Notes

The August 2025 Notes, as further described in Note 6, were issued to related parties with a principal balances as follows, Stellantis $2,000, Mercedes-Benz $2,000, and Gatemore Capital Management controlled entities $6,000.

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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

NET LOSS PER COMMON SHARE (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of basic and diluted losses per share

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



	Three Months Ended March 31,
	2026		2025
Numerator:
Net loss	$	(8,575)	$	(12,870)
Net loss attributable to common stockholders—basic and diluted	$	(8,575)	$	(12,870)
Denominator:
Weighted average number of common shares outstanding		5,056,994		5,016,149
Net loss per share attributable to common stockholders—basic and diluted	$	(1.70)	$	(2.57)

Basic and diluted losses per share are calculated as follows (in thousands, except share and per share data):



		Year ended December 31,
		2025		2024
Numerator:
Net loss		$	(73,845)	$	(54,344)
Net loss attributable to common stockholders - basic and diluted		$	(73,845)	$	(54,344)
Denominator:
Weighted average number of common shares outstanding			5,026,704		5,009,250
Net loss per share attributable to common stockholders - basic and diluted		$	(14.69)	$	(10.85)

Schedule of common stock equivalents excluded from the calculation of diluted loss per share attributable to common stockholders on their inclusion would have been anti-dilutive



	Three Months Ended March 31,
	2026	2025
Series A‑1 redeemable convertible preferred stock	1,234,568	1,234,568
Series A‑2 redeemable convertible preferred stock	2,362,204	2,362,204
Series B‑1 redeemable convertible preferred stock	2,718,539	2,718,539
Series C‑1 redeemable convertible preferred stock	3,570,724	3,570,724
Series C‑2 redeemable convertible preferred stock	2,513,698	2,513,698
Series D redeemable convertible preferred stock	5,950,204	5,950,204
Preferred stock warrants	295,558	295,558
Preferred stock issued upon conversion of convertible promissory notes ⁽¹⁾	560,024	—
Options to purchase common stock	5,538,921	5,124,445
Restricted stock units	1,394,670	1,414,922

(1)

Due to the multiple conversion options provided for within the Company’s convertible promissory notes, the Company applied the if-converted method to the calculation of the anti-dilutive shares underlying such notes to determine the estimated shares that the notes would convert into as of March 31, 2026. This assumption included consideration of the multiple conversion features and applying probability weightings to an assumed price of approximately $38 per share ($19 per share after applying the 50% discount).



		Year ended December 31,
		2025	2024
Series A-1 redeemable convertible preferred stock		1,234,568	1,234,568
Series A-2 redeemable convertible preferred stock		2,362,204	2,362,204
Series B-1 redeemable convertible preferred stock		2,718,539	2,718,539
Series C-1 redeemable convertible preferred stock		3,570,724	3,570,724
Series C-2 redeemable convertible preferred stock		2,513,698	2,513,698
Series D redeemable convertible preferred stock		5,950,204	5,950,204
Preferred stock warrants		295,558	295,558
Preferred stock issued upon conversion of convertible promissory notes ⁽¹⁾		560,024	—
Options to purchase common stock		5,546,772	5,085,269
Restricted stock units		1,394,670	1,446,116

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Cash, Cash Equivalents and Restricted Cash

Deferred Transaction Costs

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to transaction costs. Prior to the completion of the transaction (potential business combination with Cartesian Growth Corporation III as mentioned in Note 1), direct transaction costs are capitalized as deferred transaction costs. If the transaction is completed, the deferred transaction costs are charged to additional paid-in capital and offset the proceeds received from the potential business combination. As of December 31, 2025, and 2024, the Company had $1,423 and $0 of deferred transaction costs incurred, respectively.

Net Loss Per Share

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements – Not Yet Adopted

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. After completion of the business combination described in Note 16, the Company expects it will be is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

New Accounting Pronouncements - Not Yet Adopted

Liquidity and Capital Resources and Going Concern

Basis of Presentation

Liquidity and Capital Resources and Going Concern

In order to fund finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans.

Segment Reporting

Segment Reporting

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Investments Held in Trust Account

Cash and Cash Equivalents

Investments Held in Trust Account

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Offering Costs

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Class A Ordinary Shares Subject to Possible Redemption



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance cost		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276
Plus:
Remeasurement of carrying value to redemption value		2,491,718
Class A ordinary shares subject to possible redemption, March 31, 2026	$	285,868,994

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance costs		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276

Warrant Instruments

Warrant Instruments

Net Income (Loss) per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



		For the Three Months Ended March 31,
		2026						2025
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	1,344,334		$	336,083		$	—	$	(20,449)
Denominator:
Basic and diluted weighted average shares outstanding			27,600,000			6,900,000			—		6,900,000
Basic and diluted net income (loss) per ordinary share		$	0.05		$	0.05		$	—	$	(0.00)

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income by the weighted average number of shares of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Remeasurement associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,600,000 Class A Ordinary Shares in the aggregate. As of December 31, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,565,061		$	1,654,008		$	—	$	(42,620)
Denominator:
Basic weighted average shares outstanding			18,197,802			6,593,407			—		6,900,000
Basic net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,509,295		$	1,709,774		$	—	$	(42,620)
Denominator:
Diluted weighted average shares outstanding			18,197,802			6,900,000			—		6,900,000
Diluted net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Collaboration Arrangements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Amount of reimbursement received from third parties under JDA	$ 1,295	$ 3,389
Payment for demo car services	$ 2,000

PROPERTY AND EQUIPMENT - Property and equipment, net (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
PROPERTY AND EQUIPMENT
Total	$ 33,615	$ 34,077	$ 62,545
Accumulated depreciation	(13,409)	(12,801)	(14,855)
Total	20,206	21,276	47,690
Leasehold improvements
PROPERTY AND EQUIPMENT
Total	10,680	10,680	32,427
Machinery and equipment
PROPERTY AND EQUIPMENT
Total	16,081	16,315	22,205
Furniture and fixtures
PROPERTY AND EQUIPMENT
Total	414	419	415
Computer and software
PROPERTY AND EQUIPMENT
Total	211	216	203
Buildings
PROPERTY AND EQUIPMENT
Total	1,160	1,227	1,205
Building Fixtures
PROPERTY AND EQUIPMENT
Total	1,256	1,206	1,143
Land
PROPERTY AND EQUIPMENT
Total	3,196	3,382	3,320
Advances on purchases of property and equipment
PROPERTY AND EQUIPMENT
Total	$ 617	$ 632	$ 1,627

CONSOLIDATED STATEMENTS OF CASHFLOWS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities:
Net loss	$ (8,575)	$ (12,870)	$ (73,845)	$ (54,344)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	882	2,191	6,733	9,131
Non-cash lease expenses and amortization	310	302	1,194	1,248
Stock-based compensation	1,534	3,857	9,449	9,125
Financing costs related to issuance of convertible promissory notes - related parties	37		4,608
Change in fair value of convertible promissory notes - related parties	1,407		4,389
Change in fair value of warrant liability	106		2,230	(488)
Loss on disposal of property and equipment	9	7	123	100
Loss and impairment on lease termination			17,063
Unrealized foreign exchange (gain) loss	487	51	(52)	880
Non-cash interest		39	101	209
Changes in operating assets and liabilities:
Receivables under collaboration agreements	(2,208)	545	(563)	306
Prepaid expenses and other current assets	(306)	70	(625)	150
Other non-current assets	120		(160)
Accounts payable	(174)	5	270	(1,626)
Accrued expenses	271	(2)	134	(688)
Operating lease liabilities	(320)	(298)	(1,211)	(1,213)
Net cash used in operating activities	(6,120)	(6,103)	(30,162)	(37,210)
Cash flows from investing activities:
Property and equipment expenditures	(482)	(172)	(1,049)	(1,023)
Advances on property and equipment	(5)		(45)	(960)
Proceeds from disposal of property and equipment from lease termination			2,400
Proceeds from disposal of property and equipment			20	106
Net cash used in investing activities	(487)	(172)	1,326	(1,877)
Cash flows from financing activities:
Proceeds from stock option exercises	90	2	19	13
Payment for termination of finance lease			(2,000)
Principal paid on finance lease liability		(207)	(611)	(829)
Financing costs related to issuance of convertible promissory notes - related parties	(37)		(108)
Proceeds from convertible promissory notes	4,300		10,000
Net cash provided by financing activities	3,302	(205)	7,300	(816)
Effects of exchange rate change on cash, cash equivalents and restricted cash	(134)	(36)	(113)	(215)
Net Change in Cash	(3,439)	(6,516)	(21,649)	(40,118)
Beginning cash, cash equivalents and restricted cash	29,772	51,421	51,421	91,539
Ending cash, cash equivalents and restricted cash	$ 26,333	44,905	29,772	51,421
Cash paid during the year for:
Interest		$ 146	873	563
Non-cash investing and financing activities:
Purchases of property and equipment included in accrued expenses				$ 608
Financing costs related to issuance of convertible promissory notes - related parties			4,500
Deferred transaction costs included in accrued expenses			1,423
Finance lease ROU assets and lease liabilities derecognized upon lease termination			$ 6,101

FAIR VALUE MEASURES - Assumptions used in valuing warrant liabilities and convertible promissory notes (Details)	Mar. 31, 2026 Y $ / shares	Jan. 26, 2026 Y	Dec. 31, 2025 Y	Dec. 31, 2025 $ / shares	Dec. 31, 2025	Aug. 01, 2025 $ / shares	Dec. 31, 2024 Y
Scenario Based Method \| Discount rate
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.20	0.20
Scenario Based Method \| Expected life (in years)
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input \| Y	0.5	0.68
Scenario Based Method \| SPAC Exit Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.85	0.80
Scenario Based Method \| Qualified Financing Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.075	0.10
Scenario Based Method \| Dissolution Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.075	0.10
Warrant liability Series B-1 \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y							2.5
Warrant liability Series B-1 \| Assumed volatility
FAIR VALUE MEASURES
Warrants, Measurement Input							0.75
Warrant liability Series B-1 \| Assumed risk-free interest rate
FAIR VALUE MEASURES
Warrants, Measurement Input							0.0429
Warrant liability Series B-1 \| SPAC Exit Scenario \| Discount rate
FAIR VALUE MEASURES
Warrants, Measurement Input	0.25				0.25
Warrant liability Series B-1 \| SPAC Exit Scenario \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y	0.2		0.38
Warrant liability Series B-1 \| SPAC Exit Scenario \| Future projected price per share
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	37.76			37.76
Warrant liability Series B-1 \| SPAC Exit Scenario \| Strike price
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	0.08			0.08
Warrant liability Series B-1 \| Option Pricing Method ("OPM") \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y	2		2
Warrant liability Series B-1 \| Option Pricing Method ("OPM") \| Share value
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	18.16			18.14
Warrant liability Series B-1 \| Option Pricing Method ("OPM") \| Assumed volatility
FAIR VALUE MEASURES
Warrants, Measurement Input	0.90				0.90
Warrant liability Series B-1 \| Option Pricing Method ("OPM") \| Assumed risk-free interest rate
FAIR VALUE MEASURES
Warrants, Measurement Input	0.038				0.035
Warrant liability Series D \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y							2.5
Warrant liability Series D \| Assumed volatility
FAIR VALUE MEASURES
Warrants, Measurement Input							0.75
Warrant liability Series D \| Assumed risk-free interest rate
FAIR VALUE MEASURES
Warrants, Measurement Input							0.0429
Warrant liability Series D \| SPAC Exit Scenario \| Discount rate
FAIR VALUE MEASURES
Warrants, Measurement Input	0.25				0.25
Warrant liability Series D \| SPAC Exit Scenario \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y	0.2		0.38
Warrant liability Series D \| SPAC Exit Scenario \| Future projected price per share
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	37.76			37.76
Warrant liability Series D \| SPAC Exit Scenario \| Strike price
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	27.21			27.21
Warrant liability Series D \| Option Pricing Method ("OPM") \| Expected life (in years)
FAIR VALUE MEASURES
Warrants, Measurement Input \| Y	2		2
Warrant liability Series D \| Option Pricing Method ("OPM") \| Share value
FAIR VALUE MEASURES
Warrants, Measurement Input \| $ / shares	33.61			33.71
Warrant liability Series D \| Option Pricing Method ("OPM") \| Assumed volatility
FAIR VALUE MEASURES
Warrants, Measurement Input	0.37				0.37
Warrant liability Series D \| Option Pricing Method ("OPM") \| Assumed risk-free interest rate
FAIR VALUE MEASURES
Warrants, Measurement Input	0.038				0.035
Warrant liability Series D \| Scenario Based Method \| Discount rate
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.20				0.20	0.20
Warrant liability Series D \| Scenario Based Method \| Expected life (in years)
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.5		0.75		0.0075	0.0116
Warrant liability Series D \| Scenario Based Method \| SPAC Exit Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.85				0.75	0.25
Warrant liability Series D \| Scenario Based Method \| Qualified Financing Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.075				0.15	0.50
Warrant liability Series D \| Scenario Based Method \| Dissolution Scenario
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.075				0.10	0.25
Warrant liability Series D \| Scenario Based Method \| Share value
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input \| $ / shares	37.35			34.47		27.66
Warrant liability Series D \| Scenario Based Method \| Assumed volatility
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.40				0.40	0.40
Warrant liability Series D \| Scenario Based Method \| Assumed risk-free interest rate
FAIR VALUE MEASURES
Convertible promissory note, Measurement Input	0.037				0.035	0.037

RELATED PARTY TRANSACTIONS - Collaboration Arrangements (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		12 Months Ended
	Dec. 31, 2025	Aug. 31, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
RELATED PARTY TRANSACTIONS
Amount receivable	$ 1,152		$ 3,360		$ 1,152	$ 589
Related party
RELATED PARTY TRANSACTIONS
Amount receivable	1,000		0		1,000	581
Member of the Company's Board of Directors \| Mercedes-Benz
RELATED PARTY TRANSACTIONS
Reimbursements received			0	$ 24	110	2,613
Amount receivable	0		0		0	4
Member of the Company's Board of Directors \| Stellantis
RELATED PARTY TRANSACTIONS
Reimbursements received			0	$ 0	1,185	776
Amount receivable	1,000		0		1,000	$ 577
Production and testing expense	2,000	$ 2,000
Prepaid production and testing expense	2,000				2,000
Prepaid production and testing expense recognized			160		890
Member of the Company's Board of Directors \| Location, Statement of Financial Position, Balance [Axis]: us-gaap:OtherAssetsNoncurrent \| Stellantis
RELATED PARTY TRANSACTIONS
Prepaid production and testing expense	160		40		160
Member of the Company's Board of Directors \| Location, Statement of Financial Position, Balance [Axis]: us-gaap:PrepaidExpenseAndOtherAssetsCurrent \| Stellantis
RELATED PARTY TRANSACTIONS
Prepaid production and testing expense	$ 950		$ 910		$ 950

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024	Oct. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 25,449,000	$ 28,891,000	$ 41,719,000	$ 48,252,000
Cartesian Growth Corporation III
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash	396,210	624,163		0
Cash equivalents	$ 0	$ 0		$ 0	$ 0

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-4

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-8

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 944
-SubTopic 605
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477548/944-605-55-14

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 944
-SubTopic 605
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477548/944-605-55-11

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-Section 55
-Paragraph 10
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-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

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-Topic 946
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-Name Accounting Standards Codification
-Section 55
-Paragraph 12
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-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(2))
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
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-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477796/946-210-45-20

SUBSEQUENT EVENTS

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Note 15 - Subsequent Events

The Company has evaluated subsequent events through June 10, 2026.

On May 18, 2026, the Company received $1,040 of proceeds related to the January 2026 Notes.

NOTE 16 - SUBSEQUENT EVENTS

SUBSEQUENT EVENTS (Details)				1 Months Ended		3 Months Ended	12 Months Ended
SUBSEQUENT EVENTS (Details)	Jun. 05, 2026 USD ($)	May 18, 2026 USD ($)	Dec. 07, 2025 USD ($) $ / shares	Feb. 28, 2026	Jan. 31, 2026 USD ($)	Mar. 31, 2026 USD ($) $ / shares	Dec. 31, 2025 USD ($) $ / shares	Aug. 01, 2025 USD ($)	Dec. 31, 2024 $ / shares
SUBSEQUENT EVENTS
Par value \| $ / shares			$ 0.00001			$ 0.0001	$ 0.0001		$ 0.0001
Proceeds received						$ 4,300,000	$ 10,000,000
Convertible promissory note
SUBSEQUENT EVENTS
Convertible promissory notes					$ 5,340,000	$ 4,300,000	$ 10,000,000	$ 10,000,000
Interest rate					5.00%			15.00%
Proceeds received					$ 300,000
Cartesian Growth Corporation III
SUBSEQUENT EVENTS
Conversion ratio			1
Par value \| $ / shares			$ 0.00001
Factorial equity value			$ 1,100,000
Subsequent Event \| Unaffiliated partner
SUBSEQUENT EVENTS
Term of development agreement					2 years
Subsequent Event \| PowerCo
SUBSEQUENT EVENTS
Term of development agreement				15 months
Subsequent Event \| Convertible promissory note
SUBSEQUENT EVENTS
Convertible promissory notes					$ 900,000
Proceeds received		$ 1,040,000
Subsequent Event \| Convertible promissory note \| January 2026 Notes
SUBSEQUENT EVENTS
Convertible promissory notes					$ 5,340,000
Interest rate					5.00%
Proceeds received					$ 4,300,000
Subsequent Event \| Cartesian Growth Corporation III
SUBSEQUENT EVENTS
Conversion ratio	1
Factorial equity value	$ 1,100,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of estimated useful lives



Assets		Years
Leasehold improvements		Lesser of lease term or useful life
Machinery and equipment		7-10
Furniture and fixtures		5
Computer and software		3
Buildings		20
Building Fixtures		7

NET LOSS PER COMMON SHARE - Basic and diluted losses per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Numerator:
Net loss	$ (8,575)	$ (12,870)	$ (73,845)	$ (54,344)
Net loss attributable to common stockholders - basic (Note 12)	(8,575)	(12,870)	(73,845)	(54,344)
Net loss attributable to common stockholders - diluted (Note 12)	$ (8,575)	$ (12,870)	$ (73,845)	$ (54,344)
Denominator:
Basic weighted average shares outstanding (In shares)	5,056,994	5,016,149	5,026,704	5,009,250
Diluted weighted average shares outstanding (In shares)	5,056,994	5,016,149	5,026,704	5,009,250
Basic net income (loss) per share (In dollars per share)	$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)
Diluted net income (loss) per share (In dollars per share)	$ (1.7)	$ (2.57)	$ (14.69)	$ (10.85)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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-Name Accounting Standards Codification
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

SEGMENT INFORMATION (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025



	Three Months Ended March 31,
	2026		2025
Operating expenses
Reimbursement from JDAs and others	$	3,410	$	34
Payroll expense		(5,860)		(8,133)
Occupancy expense		(859)		(1,497)
Professional service expense		(916)		(606)
Research and development expense		(933)		(537)
Depreciation expense		(882)		(1,984)
Other operating expense		(451)		(399)
Loss from operations	$	(6,491)	$	(13,122)
Total other income (expense), net		(2,084)		252
Net loss	$	(8,575)	$	(12,870)



		Year Ended December 31,
		2025		2024
Operating expenses
Reimbursement from JDAs and others		$	1,686	$	3,570
Payroll expense			(26,375)		(35,638)
Occupancy expense			(6,292)		(7,124)
Professional service expense			(4,146)		(3,671)
Research and development expense			(3,646)		(2,990)
Depreciation expense			(6,067)		(8,302)
Loss on impairment and lease termination			(17,063)		—
Other operating expense			(1,685)		(2,365)
Loss from operations		$	(63,588)	$	(56,520)
Total other income (expense), net			(10,257)		2,176
Net loss		$	(73,845)	$	(54,344)



	March 31, 2026		December 31, 2025
Cash	$	396,210	$	624,163
Investments held in Trust Account	$	285,868,994	$	283,377,276



		For the Three Months Ended March 31,
		2026			2025
General and administrative costs		$	811,301		$	20,449
Interest earned on investments held in Trust Account		$	2,491,718		$	—



	December 31, 2025		December 31, 2024
Cash	$	624,163	$	—
Investments held in Trust Account	$	283,377,276	$	—



					For the Period
		For the			from October 29, 2024
		Year Ended			(Inception) Through
		December 31, 2025			December 31, 2024
General and administrative costs		$	1,158,207		$	42,620
Interest earned on investments held in Trust Account		$	7,377,276		$	—

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2026	Dec. 31, 2025
Cartesian Growth Corporation III
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cartesian Growth Corporation III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on October 29, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Prior to the consummation of its initial public offering (“Initial Public Offering”), the Company had not, nor had anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of March 31, 2026, the Company has not commenced any operations. All activity for the period from October 29, 2024 (inception) through March 31, 2026 relates to the Company’s formation and the Initial Public Offering, which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. Subsequent to the Initial Public Offering, the Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, which have been placed in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is CGC III Sponsor LLC (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on May 1, 2025. On May 5, 2025, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,800,000 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the Initial Public Offering, at a price of $1.00 per warrant, generating gross proceeds of $6,800,000. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and Cantor purchased 2,400,000 Private Placement Warrants. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $18,821,468, consisting of $4,800,000 of cash underwriting fee, $13,140,000 of deferred underwriting fee and $881,468 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on May 5, 2025, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Warrants, was placed in a trust account (the “Trust Account”) and initially invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering, or by such earlier date as the Company’s board of directors may approve, or such other time period in which the Company must complete an initial Business Combination pursuant to an amendment to the Company’s amended and restated memorandum and articles of association (the “Articles”) approved by the Company’s shareholders (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Articles to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then-outstanding public shares. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, CGC III Sponsor DirectorCo LLC (“DirectorCo”), and the Company’s officers and directors have entered into letter agreements with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Articles; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the Company’s independent registered public accounting firm), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar tax that may be due or payable), provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cartesian Growth Corporation III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on October 29, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Prior to the consummation of its initial public offering (“Initial Public Offering”), the Company had not, nor had anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of December 31, 2025, the Company has not commenced any operations. All activity for the period from October 29, 2024 (inception) through December 31, 2025 relates to the Company’s formation and the Initial Public Offering, which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. Subsequent to the Initial Public Offering, the Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, which have been placed in the Trust Account. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is CGC III Sponsor LLC (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on May 1, 2025. On May 5, 2025, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,800,000 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the Initial Public Offering, at a price of $1.00 per warrant, generating gross proceeds of $6,800,000. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and Cantor purchased 2,400,000 Private Placement Warrants. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $18,821,468, consisting of $4,800,000 of cash underwriting fee, $13,140,000 of deferred underwriting fee and $881,468 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on May 5, 2025, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Warrants, was placed in a trust account (the “Trust Account”) and initially invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering, or by such earlier date as the Company’s board of directors may approve, or such other time period in which the Company must complete an initial Business Combination pursuant to an amendment to the Company’s amended and restated memorandum and articles of association (the “Articles”) approved by the Company’s shareholders (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Articles to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then-outstanding public shares. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, CGC III Sponsor DirectorCo LLC (“DirectorCo”), and the Company’s officers and directors have entered into letter agreements with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Articles; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the Company’s independent registered public accounting firm), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar tax that may be due or payable), provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

SEGMENT INFORMATION

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

NOTE 13 – SEGMENT INFORMATION



	Three Months Ended March 31,
	2026		2025
Operating expenses
Reimbursement from JDAs and others	$	3,410	$	34
Payroll expense		(5,860)		(8,133)
Occupancy expense		(859)		(1,497)
Professional service expense		(916)		(606)
Research and development expense		(933)		(537)
Depreciation expense		(882)		(1,984)
Other operating expense		(451)		(399)
Loss from operations	$	(6,491)	$	(13,122)
Total other income (expense), net		(2,084)		252
Net loss	$	(8,575)	$	(12,870)

NOTE 14 - SEGMENT INFORMATION

provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total net loss in the consolidated statements of operations:



		Year Ended December 31,
		2025		2024
Operating expenses
Reimbursement from JDAs and others		$	1,686	$	3,570
Payroll expense			(26,375)		(35,638)
Occupancy expense			(6,292)		(7,124)
Professional service expense			(4,146)		(3,671)
Research and development expense			(3,646)		(2,990)
Depreciation expense			(6,067)		(8,302)
Loss on impairment and lease termination			(17,063)		—
Other operating expense			(1,685)		(2,365)
Loss from operations		$	(63,588)	$	(56,520)
Total other income (expense), net			(10,257)		2,176
Net loss		$	(73,845)	$	(54,344)

Long-lived assets by physical geographical location as of December 31, 2025, and 2024, are as follows:



		As of December 31, 2025
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	10,680
Machinery and equipment			10,609		5,706
Furniture and fixtures			94		325
Computer and software			86		130
Buildings			1,227		—
Building Fixtures			1,206		—
Land			3,382		—
Construction in progress (advances on property and equipment)			—		632
Accumulated depreciation			(4,589)		(8,212)
Net property, plant and equipment		$	12,015	$	9,261
Operating lease right-of-use assets			—		7,576
Total Long-Lived Assets		$	12,015	$	16,837



		As of December 31, 2024
Long-Lived Asset Type		South Korea		United States
Leasehold improvements		$	—	$	32,427
Machinery and equipment			9,934		12,271
Furniture and fixtures			90		325
Computer and software			72		131
Buildings			1,205		—
Building Fixtures			1,143		—
Land			3,320		—
Construction in progress (advances on property and equipment)			—		1,627
Accumulated depreciation			(2,448)		(12,407)
Net property, plant and equipment		$	13,316	$	34,374
Operating lease right-of-use assets			—		8,769
Finance lease right-of-use assets			—		6,767
Total Long-Lived Assets		$	13,316	$	49,910

Capital expenditures by geographical location for the years ended December 31, 2025, and 2024, are as follows:



		Year Ended December 31, 2025
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	118	$	931	$	1,049
Advances on property and equipment			—		45		45
Proceeds from disposal of property and equipment from lease termination			—		(2,400)		(2,400)
Proceeds from disposal of property and equipment			—		(20)		(20)
Total Capital Expenditures, net		$	118	$	(1,444)	$	(1,326)



		Year Ended December 31, 2024
		South Korea		United States		Total
Capital Expenditures, net
Property and equipment expenditures		$	68	$	955	$	1,023
Advances on property and equipment			—		960		960
Proceeds from disposal of property and equipment			—		(106)		(106)
Total Capital Expenditures, net		$	68	$	1,809	$	1,877

The entire disclosure for segment reporting.

CONVERTIBLE PROMISSORY NOTES - RELATED PARTIES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of components of the company's indebtedness

The following table shows the components of the Company’s indebtedness (in thousands):



		Three Months Ended
		March 31, 2026
Convertible promissory notes principal balance		$	4,300
Change in fair value			300
Total convertible promissory notes, at fair value		$	4,600

The following table shows the components of the Company’s indebtedness (in thousands):



		Year ended December 31,
		2025			2024
Convertible promissory notes principal balance		$	10,000		$	—
Financing costs related to issuance of convertible promissory notes			4,500			—
Change in fair value			4,389			—
Total convertible promissory notes, at fair value		$	18,889		$	—

Related party

Schedule of components of the company's indebtedness

The following table shows the components of the Company’s indebtedness (in thousands):



		Three Months Ended
		March 31, 2026
Total convertible promissory notes - related parties, at fair value as of December 31, 2025		$	18,889
Change in fair value			1,407
Total convertible promissory notes - related parties, at fair value		$	20,296

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

RELATED PARTY TRANSACTIONS	3 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2026	Dec. 31, 2025
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 14 - Related Party Transactions Collaboration Arrangements The Company has established JDAs with various partners with some of the partners also making investments in the Company through the purchase of preferred shares. In connection with the Series D Agreements, the Company entered into both Warrant and JDA agreements with Mercedes-Benz and Stellantis. Uwe Keller, a member of the Company’s Board of Directors, represents Mercedes-Benz who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. For the three months ended March 31, 2026, the Company recognized no expense reimbursements for the services provided under the JDA with Mercedes-Benz. For the three months ended March 31, 2025, the Company recognized $24 in expense reimbursements for the services provided under the JDA with Mercedes-Benz, which are recorded net within research and development expenses on the condensed consolidated statement of operations. There were no amounts due from Mercedes-Benz as of March 31, 2026, and December 31, 2025. Michael Bly, a member of the Company’s Board of Directors, represents Stellantis who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. For the three months ended March 31, 2026, and 2025, the Company recognized no expense reimbursements for the services provided under the JDA with Stellantis. There were no amounts due from Stellantis as of March 31, 2026. Amounts due from Stellantis totaled $1,000 which are included in receivables under collaboration agreements on the condensed consolidated balance sheets as of December 31, 2025. In August 2025, the Company modified its existing JDA with Stellantis. The modified JDA required the Company to make a $2,000 payment to Stellantis for services related to the production and testing of a demo fleet. The Company and Stellantis jointly developed a production timeline as outlined in the agreement, which includes deliverables of Stellantis to the Company through June 2027 such as, module and pack safety reports, battery management system results, installation and retrofitting of test cells, and validation results of the demo fleet. In December 2025, the Company prepaid $2,000 to Stellantis for these services. As of March 31, 2026, and December 31, 2025, $40 and $160 are included in other non-current assets, respectively on the condensed consolidated balance sheets. As of March 31, 2026, and December 31, 2025, $910 and $950 are included in prepaid expenses and other current assets, respectively on the condensed consolidated balance sheets. During the three months ended March 31, 2026, $160 of expense was recognized as part of the agreement and is included in research and development expenses on the condensed consolidated statements of operations. Consulting Arrangements In March of 2020, the Company entered into a consulting services agreement with Joseph Taylor who also serves as Executive Chairman of the Company’s Board of Directors. For the three months ended March 31, 2026 and 2025, the Company incurred $88 and $44, respectively in expenses for consulting services provided by Joseph Taylor recorded within selling, general and administrative expenses on the condensed consolidated statements of operations. Amounts due to Joseph Taylor totaled $30 and $190 as of March 31, 2026, and December 31, 2025, respectively and are included in accounts payable.	NOTE 15 - RELATED PARTY TRANSACTIONS Collaboration Arrangements The Company has established JDAs with various partners with some of the partners also making investments in the Company through the purchase of preferred shares. In connection with the Series D Agreements, the Company entered into both Warrant and JDA agreements with Mercedes-Benz and Stellantis. See Note 3 and Note 2, respectively, for further details regarding those agreements. Uwe Keller, a member of the Company’s Board of Directors, represents Mercedes-Benz who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. As mentioned in Note 2, the Company entered into a JDA with Mercedes-Benz during the year-ended December 31, 2021. For the years ended December 31, 2025, and 2024, the Company received $110 and $2,613, respectively, in expense reimbursements for the services provided under the JDA with Mercedes-Benz which are recorded net within research and development expenses on the consolidated statements of operations. There were no amounts due from Mercedes-Benz as of December 31, 2025. Amounts due from Mercedes-Benz totaled $4, which are included in receivables under collaboration agreements on the consolidated balance sheets as of December 31, 2024. Michael Bly, a member of the Company’s Board of Directors, represents Stellantis who is an investor in the Company’s Preferred Stock and holder of Series D Warrants. As mentioned in Note 2, the Company entered into a JDA with Stellantis during the year-ended December 31, 2021. For the years ended December 31, 2025, and 2024, the Company received $1,185 and $776, respectively in expense reimbursements for the services provided under the JDA with Stellantis which are recorded net within research and development expenses on the consolidated statements of operations. Amounts due from Stellantis totaled $1,000 and $577, which are included in receivables under collaboration agreements on the consolidated balance sheets as of December 31, 2025, and 2024, respectively. In August 2025, the Company modified its existing JDA with Stellantis. The modified JDA required the Company to make a $2,000 payment to Stellantis for services related to the production and testing of a demo fleet. The Company and Stellantis jointly developed a production timeline as outlined in the agreement, which includes deliverables of Stellantis to the Company through June 2027 such as, module and pack safety reports, battery management system results, installation and retrofitting of test cells, and validation results of the demo fleet. During the year ended December 31, 2025, the Company prepaid $2,000 to Stellantis for these services. As of December 31, 2025, $160 is included in other non-current assets and $950 is included in prepaid expenses and other current assets on the consolidated balance sheets. During the year ended December 31, 2025, $890 of expense was recognized as part of the agreement and is included in research and development expenses on the consolidated statements of operations. Secondary Share Sale In 2023, Hermitage Investment Fund 1 LP (“Hermitage”), an existing investor in Factorial, negotiated a sale purchase agreement with certain stockholders in the Company for the Series D price of $34.0131 per share, where the transfer of the shares occurred during the year ended December 31, 2024 (“Secondary Transactions”). Two of the stockholders that were a party of the transaction were certain trusts, of which Alex Yu, CTO, and Siyu Huang, CEO, are trustees, respectively. Specifically, Alex Yu sold 32,693 shares of Factorial Common Stock and Siyu Huang sold 39,930 shares of Factorial Common Stock, respectively. The fair value of the Factorial Common Stock at the time of the Secondary Transactions was $4.80 per share and the shares were sold for price of $34.0131 per share, leading to excess of fair value of $29.2131 per share. Additionally, the Company determined the excess paid over fair value was not for a purpose clearly other than compensation and therefore, recorded stock-based compensation for the year ended December 31, 2024 of $2,122 for the CEO and CTO related to the incremental fair value received by the employees. Consulting Arrangements In March of 2020, the Company entered into a consulting services agreement with Joseph Taylor who also serves as Executive Chairman of the Company’s Board of Directors. For the years ended December 31, 2025 and 2024, the Company incurred $350 in expenses for consulting services provided by Joeseph Taylor recorded within selling, general and administrative expenses on the consolidated statements of operations. Amounts due to Joseph Taylor totaled $190 as of December 31, 2025, and are included in accounts payable. There were no amounts due to Joseph Taylor as of December 31, 2024. Stock Option Issuance Praveen Sahay, a member of the Company’s Board of Directors, represents WAVE Equity Partners who is an investor in the Company’s Preferred Stock. During the year ended December 31, 2025, the Company granted 50,000 stock options to Praveen Sahay for his services performed as a board member. Liad Meidar, a member of the Company’s Board of Directors, represents Gatemore Capital Management who is an investor in the Company’s Preferred Stock. During the year ended December 31, 2025, the Company granted 50,000 stock options to Liad Meidar for his services performed as a board member. Convertible Promissory Notes The August 2025 Notes, as further described in Note 6, were issued to related parties with a principal balances as follows, Stellantis $2,000, Mercedes-Benz $2,000, and Gatemore Capital Management controlled entities $6,000.
Cartesian Growth Corporation III
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 12, 2024, the Sponsor and DirectorCo made a capital contribution of an aggregate of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued an aggregate of 5,750,000 founder shares to the Sponsor and DirectorCo. On May 1, 2025, pursuant to a share recapitalization, the Company issued an additional 1,150,000 founder shares to the Sponsor (with DirectorCo waiving its entitlement to be issued additional founder shares in connection therewith and directing the Company to issue its allotment to the Sponsor), resulting in the Company’s initial shareholders holding an aggregate of 6,900,000 founder shares. On May 2, 2025, the underwriters exercised their over-allotment option in full, which was settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 900,000 founder shares are no longer subject to forfeiture by the Sponsor. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the founder shares will be released from the Lock-up. Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $250,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of May 31, 2025 or the closing of the Initial Public Offering. As of May 5, 2025, the Company had borrowed $250,000 under the Sponsor Promissory Note and was simultaneously paid with the closing of the Initial Public Offering. Borrowings under the Sponsor Promissory Note are no longer available. Administrative Services Agreement Commencing on May 1, 2025, the effective date of the registration statements for the Initial Public Offering, the Company entered into an agreement with the Sponsor to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. For the three months ended March 31, 2026 and 2025, the Company incurred $30,000 and $0, respectively, in fees for these services. As of March 31, 2026 and December 31, 2025, the Company had accrued $60,000 and $30,000 on the condensed balance sheets, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 12, 2024, the Sponsor and DirectorCo made a capital contribution of an aggregate of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued an aggregate of 5,750,000 founder shares to the Sponsor and DirectorCo. On May 1, 2025, pursuant to a share recapitalization, the Company issued an additional 1,150,000 founder shares to the Sponsor (with DirectorCo waiving its entitlement to be issued additional founder shares in connection therewith and directing the Company to issue its allotment to the Sponsor), resulting in the Company’s initial shareholders holding an aggregate of 6,900,000 founder shares. On May 2, 2025, the underwriters exercised their over-allotment option in full, which was settled as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 900,000 founder shares are no longer subject to forfeiture by the Sponsor. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the founder shares will be released from the Lock-up. Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $250,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of May 31, 2025 or the closing of the Initial Public Offering. As of May 5, 2025, the Company had borrowed $250,000 under the Sponsor Promissory Note and was simultaneously paid with the closing of the Initial Public Offering. Borrowings under the Sponsor Promissory Note are no longer available. Administrative Services Agreement Commencing on May 1, 2025, the effective date of the registration statements for the Initial Public Offering, the Company entered into an agreement with the Sponsor to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. For the year ended December 31, 2025, the Company incurred $80,000, in fees for these services, of which $50,000 was paid. As of December 31, 2025 and 2024, the Company had accrued $30,000 and $0 on the balance sheet, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
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-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Liquidity and Capital Resources (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024	Oct. 31, 2024
Cartesian Growth Corporation III
SIGNIFICANT ACCOUNTING POLICIES
Cash	$ 396,210	$ 624,163	$ 0
Working capital	877,955	94,730
Related Party
SIGNIFICANT ACCOUNTING POLICIES
Aggregate amount of loan	18,889,000
Sponsor \| Promissory Notes \| Loans by Sponsor \| Maximum \| Cartesian Growth Corporation III
SIGNIFICANT ACCOUNTING POLICIES
Aggregate amount of loan	250,000	250,000
Sponsor \| Working Capital Loans \| Loans by Sponsor \| Maximum \| Post Business Combination Entity \| Cartesian Growth Corporation III
SIGNIFICANT ACCOUNTING POLICIES
Working capital loan convertible to Warrants	$ 1,500,000	$ 1,500,000
Debt conversion, price per warrant (in dollar per share)	$ 1	$ 1
Outstanding amount of working capital loan	$ 0	$ 0	$ 0	$ 0

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (8,575)	$ (12,870)	$ (73,845)	$ (54,344)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(298)	8	(521)	(37)
Other comprehensive income (loss), net of tax	(298)	8	(521)	(37)
Comprehensive loss attributable to stockholders	$ (8,873)	$ (12,862)	$ (74,366)	$ (54,381)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

FAIR VALUE MEASURES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

FAIR VALUE MEASURES

Note 3 - Fair Value Measures



	Fair value measurements as of March 31, 2026
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	10,245	$	10,245	$	—	$	—
Money market (included in restricted cash)		884		884		—		—
Total Assets	$	11,129	$	11,129	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	681	$	—	$	—	$	681
Warrant liability Series D		2,803		—		—		2,803
Convertible promissory notes – related parties		20,296		—		—		20,296
Convertible promissory notes		4,600		—		—		4,600
Total Liabilities	$	28,380	$	—	$	—	$	28,380



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes – related parties		18,889		—		—		18,889
Convertible promissory notes		—		—		—		—
Total Liabilities	$	22,267	$	—	$	—	$	22,267



							Convertible
							Promissory
			Warrant		Warrant		Notes		Convertible
			Liability		Liability		Related		Promissory
	Total		Series B - 1		Series D		Parties		Notes
December 31, 2024	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		—		—		—		—		—
Loss on issuance		—		—		—		—		—
Change in fair value		—		—		—		—		—
March 31, 2025	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		10,000		—		—		10,000		—
Loss on issuance		4,500		—		—		4,500		—
Change in fair value		6,619		494		1,736		4,389		—
December 31, 2025	$	22,267	$	608	$	2,770	$	18,889	$	—
Issuance of convertible promissory notes		4,300		—		—		—		4,300
Loss on issuance		—		—		—		—		—
Change in fair value		1,813		73		33		1,407		300
March 31, 2026	$	28,380	$	681	$	2,803	$	20,296	$	4,600

Warrant Liability Series B-1

Warrant Liability Series D

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of March 31, 2026:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.20			0.20
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31, 2025:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.38			0.38
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of March 31, 2026:



		Series B-1			Series D
Share value		$	18.16		$	33.61
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.8	%		3.8	%
Expected life (in years)			2			2
Expected dividends			—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



		Series B-1			Series D
Share value		$	18.14		$	33.71
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.5	%		3.5	%
Expected life (in years)			2			2
Expected dividends			—			—

As of March 31, 2026, the Company had reserved 295,558 shares of common stock for potential conversion of Series B-1 and D Warrants.

Convertible Promissory Notes – Related Parties

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Series D
		Three Months Ended
		March 31, 2026
SPAC Exit Scenario			85	%
Qualified Financing Scenario			7.5	%
Dissolution Scenario			7.5	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.7	%
Expected life (in years)			0.50
Assumed discount rate			20	%
Share value		$	37.35

The assumptions used in determining the fair value of the August 2025 Notes under the SBM as of December 31, 2025, were as follows:



		Series D
		December 31, 2025
SPAC Exit Scenario			75	%
Qualified Financing Scenario			15	%
Dissolution Scenario			10	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.50	%
Expected life (in years)			0.75
Assumed discount rate			20	%
Share value		$	34.47

Convertible Promissory Notes

The assumptions used in determining the fair value of the January 2026 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Three Months Ended
		March 31, 2026		January 26, 2026
SPAC Exit Scenario		85	%	80	%
Qualified Financing Scenario		7.5	%	10	%
Dissolution Scenario		7.5	%	10	%
Expected life (in years)		0.50		0.68
Assumed discount rate		20	%	20	%

NOTE 3 - FAIR VALUE MEASURES

Level 1 - Quoted prices are available in active markets for identical assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities.



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes		18,889		—		—		18,889
Total Liabilities	$	22,267	$	—	$	—	$	22,267



	Fair value measurements as of December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	34,241	$	34,241	$	—	$	—
Money market (included in restricted cash)		3,169		3,169		—		—
Total Assets	$	37,410	$	37,410	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	114	$	—	$	—	$	114
Warrant liability Series D		1,034		—		—		1,034
Convertible promissory notes		—		—		—		—
Total Liabilities	$	1,148	$	—	$	—	$	1,148

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the years ended December 31, 2025, and 2024.



					Warrant Liability			Warrant Liability		Convertible
		Total			Series B-1			Series D		Promissory Notes
December 31, 2023		$	1,636		$	165		$	1,471	$	—
Change in fair value			(488)			(51)			(437)		—
December 31, 2024		$	1,148		$	114		$	1,034	$	—
Issuance of convertible promissory notes		$	10,000		$	—		$	—	$	10,000
Financing costs related to issuance of convertible promissory notes			4,500			—			—		4,500
Change in fair value			6,619			494			1,736		4,389
December 31, 2025		$	22,267		$	608		$	2,770	$	18,889

Warrant Liability Series B-1

Warrant Liability Series D

In connection with the issuance of Series D redeemable convertible preferred stock of the Company (“Series D”) on November 30, 2021, the Company entered into a warrant for preferred stock with each of Mercedes-Benz Investment Company LLC and Stellantis (each a “Holder”) (“Series D Agreement”). Upon closing of the Series D Agreement, Mercedes-Benz Investment Company LLC and its affiliates (“Mercedes-Benz”) and Stellantis became related parties to the Company. During 2022, the Warrant Agreements were amended and restated with both Stellantis and Mercedes-Benz to eliminate certain milestone- based provisions. The Amended Warrants modified the original agreements by setting the number of shares issuable upon exercise at a fixed 137,814 shares per Holder at a fixed price of $27.2105 per share. The warrants have a maturity date of February 1, 2029, or the closing of the

To estimate the fair value of the Series B-1 and D Warrant Agreements, the Company applied the Probability Weighted Equity Return Method (“PWERM”). Under this approach, the Company develops multiple scenarios and ascribes a probability weighting to each scenario and related estimated fair value. Key inputs and assumptions in the PWERM include the probability and the estimated value of the security in each liquidity scenario, in addition to scenario specific assumptions. The two scenarios used in the valuation of the Series B-1 and D Warrant Agreements are a SPAC Exit scenario and Option Pricing Method scenario. The Company applied a 75% weighting to the SPAC Exit Scenario and 25% to the Option Pricing Method (“OPM”) scenario as of December 31, 2025.

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31 2025:



	Series B-1			Series D
Discount rate		25	%		25	%
Expected life (in years)		0.38			0.38
Future projected price per share	$	37.76		$	37.76
Strike price	$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



	Series B-1			Series D
Share value	$	18.14		$	33.71
Assumed volatility		90	%		37	%
Assumed risk-free interest rate		3.5	%		3.5	%
Expected life (in years)		2			2
Expected dividends		—			—

To estimate the fair value of the Series B-1 and D Warrant Agreements, the Company applied the OPM allocation model as of December 31, 2024.

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements, as of December 31, 2024:



	Series B-1		Series D
Assumed volatility	75	%	75	%
Assumed risk-free interest rate	4.29	%	4.29	%
Expected life (in years)	2.5		2.5
Expected dividends	—		—

As of December 31, 2025, the Company had reserved 295,558 shares of common stock for potential conversion of Series B-1 and D Warrants.

Convertible Promissory Notes

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the year ended December 31, 2025, were as follows:



		Series D, year ended			Series D, August 1,
		December 31, 2025			2025
SPAC Exit Scenario			75	%		25	%
Qualified Financing Scenario			15	%		50	%
Dissolution Scenario			10	%		25	%
Assumed volatility			40	%		40	%
Assumed risk-free interest rate			3.50	%		3.70	%
Expected life (in years)			0.75			1.16
Assumed discount rate			20	%		20	%
Share value		$	34.47		$	27.66

Fair Value Measurements on a Non-Recurring Basis

FAIR VALUE MEASURES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of financial assets and liabilities measured at fair value on a recurring basis

The following table presents information about the Company’s financial assets and liabilities measured at fair value and the level of input utilized to determine such fair values (in thousands):



	Fair value measurements as of March 31, 2026
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	10,245	$	10,245	$	—	$	—
Money market (included in restricted cash)		884		884		—		—
Total Assets	$	11,129	$	11,129	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	681	$	—	$	—	$	681
Warrant liability Series D		2,803		—		—		2,803
Convertible promissory notes – related parties		20,296		—		—		20,296
Convertible promissory notes		4,600		—		—		4,600
Total Liabilities	$	28,380	$	—	$	—	$	28,380



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes – related parties		18,889		—		—		18,889
Convertible promissory notes		—		—		—		—
Total Liabilities	$	22,267	$	—	$	—	$	22,267



	Fair value measurements as of December 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	14,152	$	14,152	$	—	$	—
Money market (included in restricted cash)		881		881		—		—
Total Assets	$	15,033	$	15,033	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	608	$	—	$	—	$	608
Warrant liability Series D		2,770		—		—		2,770
Convertible promissory notes		18,889		—		—		18,889
Total Liabilities	$	22,267	$	—	$	—	$	22,267



	Fair value measurements as of December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market (included in cash and cash equivalents)	$	34,241	$	34,241	$	—	$	—
Money market (included in restricted cash)		3,169		3,169		—		—
Total Assets	$	37,410	$	37,410	$	—	$	—
Liabilities:
Warrant liability Series B-1	$	114	$	—	$	—	$	114
Warrant liability Series D		1,034		—		—		1,034
Convertible promissory notes		—		—		—		—
Total Liabilities	$	1,148	$	—	$	—	$	1,148

Schedule of roll-forward of the aggregate fair values of the Warrant liabilities and Convertible promissory notes



							Convertible
							Promissory
			Warrant		Warrant		Notes		Convertible
			Liability		Liability		Related		Promissory
	Total		Series B - 1		Series D		Parties		Notes
December 31, 2024	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		—		—		—		—		—
Loss on issuance		—		—		—		—		—
Change in fair value		—		—		—		—		—
March 31, 2025	$	1,148	$	114	$	1,034	$	—	$	—
Issuance of convertible promissory notes		10,000		—		—		10,000		—
Loss on issuance		4,500		—		—		4,500		—
Change in fair value		6,619		494		1,736		4,389		—
December 31, 2025	$	22,267	$	608	$	2,770	$	18,889	$	—
Issuance of convertible promissory notes		4,300		—		—		—		4,300
Loss on issuance		—		—		—		—		—
Change in fair value		1,813		73		33		1,407		300
March 31, 2026	$	28,380	$	681	$	2,803	$	20,296	$	4,600



					Warrant Liability			Warrant Liability		Convertible
		Total			Series B-1			Series D		Promissory Notes
December 31, 2023		$	1,636		$	165		$	1,471	$	—
Change in fair value			(488)			(51)			(437)		—
December 31, 2024		$	1,148		$	114		$	1,034	$	—
Issuance of convertible promissory notes		$	10,000		$	—		$	—	$	10,000
Financing costs related to issuance of convertible promissory notes			4,500			—			—		4,500
Change in fair value			6,619			494			1,736		4,389
December 31, 2025		$	22,267		$	608		$	2,770	$	18,889

Schedule of assumptions used to calculate fair value of Warrant liabilities and Convertible promissory notes

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of March 31, 2026:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.20			0.20
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31, 2025:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.38			0.38
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of March 31, 2026:



		Series B-1			Series D
Share value		$	18.16		$	33.61
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.8	%		3.8	%
Expected life (in years)			2			2
Expected dividends			—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



		Series B-1			Series D
Share value		$	18.14		$	33.71
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.5	%		3.5	%
Expected life (in years)			2			2
Expected dividends			—			—

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Series D
		Three Months Ended
		March 31, 2026
SPAC Exit Scenario			85	%
Qualified Financing Scenario			7.5	%
Dissolution Scenario			7.5	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.7	%
Expected life (in years)			0.50
Assumed discount rate			20	%
Share value		$	37.35

The assumptions used in determining the fair value of the August 2025 Notes under the SBM as of December 31, 2025, were as follows:



		Series D
		December 31, 2025
SPAC Exit Scenario			75	%
Qualified Financing Scenario			15	%
Dissolution Scenario			10	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.50	%
Expected life (in years)			0.75
Assumed discount rate			20	%
Share value		$	34.47

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31 2025:



	Series B-1			Series D
Discount rate		25	%		25	%
Expected life (in years)		0.38			0.38
Future projected price per share	$	37.76		$	37.76
Strike price	$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



	Series B-1			Series D
Share value	$	18.14		$	33.71
Assumed volatility		90	%		37	%
Assumed risk-free interest rate		3.5	%		3.5	%
Expected life (in years)		2			2
Expected dividends		—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements, as of December 31, 2024:



	Series B-1		Series D
Assumed volatility	75	%	75	%
Assumed risk-free interest rate	4.29	%	4.29	%
Expected life (in years)	2.5		2.5
Expected dividends	—		—

REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A ordinary shares subject to possible redemption	$ 249,652	$ 249,652	$ 249,652	$ 249,652	$ 249,652
Redeemable convertible preferred stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Redeemable preferred stock, Shares issued	0
Class A ordinary shares subject to possible redemption	$ 249,652

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

STOCK BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
STOCK BASED COMPENSATION
Stock-based compensation expense	$ 1,534	$ 3,857	$ 9,449	$ 9,125
Stock options
STOCK BASED COMPENSATION
Stock-based compensation expense	1,534	3,857	9,449	9,125
Stock options \| Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpense
STOCK BASED COMPENSATION
Stock-based compensation expense	240	347
Stock options \| Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpenses
STOCK BASED COMPENSATION
Stock-based compensation expense			1,001	677
Stock options \| Location, Statement of Income, Balance [Axis]: us-gaap:SellingGeneralAndAdministrativeExpense
STOCK BASED COMPENSATION
Stock-based compensation expense	$ 1,294	$ 3,510	$ 8,448	$ 8,448

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($)		2 Months Ended	3 Months Ended	12 Months Ended
	Oct. 31, 2024	Dec. 31, 2024	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interest and penalties accrued		$ 0		$ 0	$ 0
Tax provision				0	0
Cartesian Growth Corporation III
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unrecognized tax benefits	$ 0	0	$ 0	0	0
Interest and penalties accrued	0	0	0	0	$ 0
Tax provision	$ 0	$ 0	$ 0	$ 0

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

STOCK BASED COMPENSATION - Stock options (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
STOCK BASED COMPENSATION
Unrecognized stock-based compensation expense	$ 6,803	$ 7,426	$ 10,514
Unrecognized stock-based compensation expense recognition period	4 years	4 years	4 years
Stock options subject to performance conditions
STOCK BASED COMPENSATION
Unrecognized stock-based compensation expense	$ 656	$ 656

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

Use of Estimates

Collaboration Arrangements and Partnership Agreements

Deferred Transaction Costs

Convertible Promissory Notes, Fair Value

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements – Not Yet Adopted

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Use of Estimates

Foreign Currency

Cash, Cash Equivalents and Restricted Cash

Property and Equipment

Depreciation is computed using the straight-line method over the following estimated useful lives:



Assets		Years
Leasehold improvements		Lesser of lease term or useful life
Machinery and equipment		7-10
Furniture and fixtures		5
Computer and software		3
Buildings		20
Building Fixtures		7

Collaboration Arrangements

Reserve for Credit Losses

Research and Development

Deferred Transaction Costs

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to transaction costs. Prior to the completion of the transaction (potential business combination with Cartesian Growth Corporation III as mentioned in Note 1), direct transaction costs are capitalized as deferred transaction costs. If the transaction is completed, the deferred transaction costs are charged to additional paid-in capital and offset the proceeds received from the potential business combination. As of December 31, 2025, and 2024, the Company had $1,423 and $0 of deferred transaction costs incurred, respectively.

Redeemable Convertible Preferred Stock Warrant Liabilities

Convertible Promissory Notes - Related Parties, Fair Value

Changes in the fair value of the Convertible Promissory Notes are recorded as gains or losses in the Company’s consolidated statements of operations in each reporting period. For the year ended December 31, 2025, the Company recorded a loss on the change in fair value of convertible promissory notes of $4,389.

Contingencies

The Company records accruals for contingencies when a loss is probable, and the amount of the loss can be reasonably estimated.

Leases

Stock-Based Compensation

Refer to Note 11 for further information.

Redeemable Convertible Preferred Stock

Concentrations of Credit Risk and Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements. For the years ended December 31, 2025 and 2024, the Company did not generate any revenue.

Net Loss Per Share

Income Taxes

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. After completion of the business combination described in Note 16, the Company expects it will be is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

New Accounting Pronouncements - Not Yet Adopted

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Liquidity and Capital Resources and Going Concern

Segment Reporting

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Concentration of Credit Risk

Offering Costs

Fair Value of Financial Instruments

Income Taxes

Class A Ordinary Shares Subject to Possible Redemption



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance cost		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276
Plus:
Remeasurement of carrying value to redemption value		2,491,718
Class A ordinary shares subject to possible redemption, March 31, 2026	$	285,868,994

Warrant Instruments

Net Income (Loss) per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



		For the Three Months Ended March 31,
		2026						2025
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	1,344,334		$	336,083		$	—	$	(20,449)
Denominator:
Basic and diluted weighted average shares outstanding			27,600,000			6,900,000			—		6,900,000
Basic and diluted net income (loss) per ordinary share		$	0.05		$	0.05		$	—	$	(0.00)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Liquidity and Capital Resources and Going Concern

In order to fund finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans.

Segment Reporting

Emerging Growth Company Status

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Investments Held in Trust Account

Concentration of Credit Risk

Offering Costs

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Class A Ordinary Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:



Gross proceeds	$	276,000,000
Less:
Proceeds allocated to public warrants		(3,132,600)
Class A ordinary shares issuance costs		(18,586,890)
Plus:
Remeasurement of carrying value to redemption value		29,096,766
Class A ordinary shares subject to possible redemption, December 31, 2025	$	283,377,276

Warrant Instruments

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income by the weighted average number of shares of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Remeasurement associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,600,000 Class A Ordinary Shares in the aggregate. As of December 31, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Basic net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,565,061		$	1,654,008		$	—	$	(42,620)
Denominator:
Basic weighted average shares outstanding			18,197,802			6,593,407			—		6,900,000
Basic net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)



								For the period from October 29,
		For the year ended						2024 (Inception) through
		December 31, 2025						December 31, 2024
					Non-					Non-
		Redeemable			redeemable			Redeemable		redeemable
		Class A			Class B			Class A		Class B
Diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)		$	4,509,295		$	1,709,774		$	—	$	(42,620)
Denominator:
Diluted weighted average shares outstanding			18,197,802			6,900,000			—		6,900,000
Diluted net income (loss) per ordinary share		$	0.25		$	0.25		$	—	$	(0.01)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

The Company (Details) $ in Thousands	Jun. 05, 2026 USD ($)
Subsequent Event [Member]
Product Information [Line Items]
Received gross proceeds	$ 112,100

FAIR VALUE MEASURES (Details) - Recurring - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Assets:
Money market (included in cash and cash equivalents)	$ 10,245	$ 14,152	$ 34,241
Money market (included in restricted cash)	884	881	3,169
Total Assets	11,129	15,033	37,410
Liabilities:
Warrant liability Series B-1	681	608	114
Warrant liability Series D	2,803	2,770	1,034
Convertible promissory notes		18,889
Total Liabilities	28,380	22,267	1,148
Level 1
Assets:
Money market (included in cash and cash equivalents)	10,245	14,152	34,241
Money market (included in restricted cash)	884	881	3,169
Total Assets	11,129	15,033	37,410
Level 3
Liabilities:
Warrant liability Series B-1	681	608	114
Warrant liability Series D	2,803	2,770	1,034
Convertible promissory notes		18,889
Total Liabilities	$ 28,380	$ 22,267	$ 1,148

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical)	12 Months Ended
	Dec. 31, 2025 shares
Shares outstanding (in shares)	5,039,438
Class B ordinary shares \| Cartesian Growth Corporation III
Shares outstanding (in shares)	6,900,000
Private Placement Warrants \| Cartesian Growth Corporation III
Number of warrants issued	6,800,000

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

Offerings	Jun. 29, 2026 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Series A Common Stock
Amount Registered \| shares	86,441,489
Proposed Maximum Offering Price per Unit	11.25
Maximum Aggregate Offering Price	$ 972,466,751.25
Fee Rate	0.01381%
Amount of Registration Fee	$ 134,297.66
Offering Note	Pursuant to Rule 416(a) promulgated under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. Consisting of (i) 32,812,316 shares of Factorial Energy Inc. ("Factorial") Series A Common Stock that were issued to certain Selling Stockholders in the Business Combination, (ii) 15,512,744 shares of Factorial Series A Common Stock issuable upon conversion of 15,512,744 shares of Series B Common Stock, par value $0.00001 per share of Factorial Energy Inc., issued to the Founders, (iii) 5,810,000 shares of Series A Common Stock issued to the Sponsor and certain initial shareholders of CGC, (iv) 7,519,404 shares of Series A Common Stock in the aggregate issued in connection with the PIPE Investments to PIPE Investors and shares purchased by Pangaea Three-B, LP, an affiliate of Sponsor, to satisfy in part its purchase obligations under its Investor Stock Purchase Agreement, (v) 13,293,953 shares of Series A Common Stock issuable upon exercise of options to purchase Series A Common Stock held by certain Selling Securityholders, (vi) 4,402,090 shares of Series A Common Stock issuable upon vesting and settlement of restricted stock unit awards held by certain Selling Securityholders, (vii) 62,118 shares of Series A Common Stock issued to Cantor Fitzgerald & Co. ("CF&CO") pursuant to a financial advisor engagement letter with respect to services provided by CF&CO to Factorial in connection with the Business Combination and (h) 6,800,000 shares of Series A Common Stock that may be issued upon the exercise of the Private Warrants. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Registration Statement on Form S-1. Pursuant to Rules 457(c) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price per unit is $11.25 (the average of the high and low prices of the Series A Common Stock as reported on the Nasdaq Capital Market on June 25, 2026).
Offering: 2
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Series A Common stock issuable upon exercise of warrants
Amount Registered \| shares	13,800,000
Proposed Maximum Offering Price per Unit	11.25
Maximum Aggregate Offering Price	$ 155,250,000.00
Fee Rate	0.01381%
Amount of Registration Fee	$ 21,440.02
Offering Note	Pursuant to Rule 416(a) promulgated under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. Pursuant to Rules 457(c) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price per unit is $11.25 (the average of the high and low prices of the Series A Common Stock as reported on the Nasdaq Capital Market on June 25, 2026). Consisting of 13,800,000 shares of Series A Common Stock issuable upon exercise of the Public Warrants. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Registration Statement on Form S-1.

FAIR VALUE MEASURES - Additional information (Details) - $ / shares	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024	Nov. 30, 2021
FAIR VALUE MEASURES
Common stock reserved for potential conversion		26,146,962	25,176,881
Warrant liability Series B-1
FAIR VALUE MEASURES
Number of shares issued	19,930	19,930
Purchase price	$ 0.81	$ 0.81
Warrant liability Series D
FAIR VALUE MEASURES
Number of shares issued		137,814		137,814
Purchase price		$ 27.2105		$ 27.2105
Series B-1 and D Warrants
FAIR VALUE MEASURES
Common stock reserved for potential conversion	295,558	295,558

STATEMENTS OF CASH FLOWS - USD ($)	2 Months Ended	3 Months Ended			12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2024	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2025	Dec. 31, 2024
Cash Flows from Operating Activities:
Net income (loss)		$ (8,575,000)	$ (12,870,000)		$ (73,845,000)	$ (54,344,000)
Changes in operating assets and liabilities:
Accrued expenses		271,000	(2,000)		134,000	(688,000)
Net cash used in operating activities		(6,120,000)	(6,103,000)		(30,162,000)	(37,210,000)
Cash Flows from Investing Activities:
Net cash used in investing activities		(487,000)	(172,000)		1,326,000	(1,877,000)
Cash Flows from Financing Activities:
Net cash provided by financing activities		3,302,000	(205,000)		7,300,000	(816,000)
Net Change in Cash		(3,439,000)	(6,516,000)		(21,649,000)	(40,118,000)
Cash - Beginning of period		29,772,000	51,421,000		51,421,000
Cash - End of period	$ 51,421,000	26,333,000	44,905,000	$ 51,421,000	29,772,000	$ 51,421,000
Cartesian Growth Corporation III
Cash Flows from Operating Activities:
Net income (loss)	(42,620)	1,680,417	(20,449)		6,219,069
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Payment of operation costs through promissory note	35,814		20,449		20,450
Formation costs paid through issuance of Class B ordinary shares	6,806
Interest earned on marketable securities held in Trust Account		(2,491,718)			(7,377,276)
Changes in operating assets and liabilities:
Prepaid insurance					(112,307)
Prepaid expenses		2,836			23,131
Long term prepaid insurance		28,076			(37,435)
Accrued expenses		552,436			759,869
Net cash used in operating activities		(227,953)			(504,499)
Cash Flows from Investing Activities:
Investment of cash in Trust Account					(276,000,000)
Net cash used in investing activities					(276,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid					271,200,000
Proceeds from sale of Private Placements Warrants					6,800,000
Repayment of advances from related party					(37,433)
Repayment of promissory note - related party					(250,000)
Payment of offering costs					(583,905)
Net cash provided by financing activities					277,128,662
Net Change in Cash		(227,953)			624,163
Cash - Beginning of period		624,163
Cash - End of period		396,210			624,163
Non-Cash investing and financing activities:
Prepaid services contributed by Sponsor through promissory note - related party				$ 11,326
Remeasurement of Class A ordinary shares to redemption value		$ 2,491,718			29,096,766
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	12,790
Deferred costs included in accrued offering costs	242,872		273,763		371,503
Deferred offering costs paid through promissory note - related party	5,812		165,299		176,598
Deferred offering costs applied to prepaid expense	$ 2,202		$ 3,202
Deferred underwriting fee payable					$ 13,140,000

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Research and development, net	$ 1,942	$ 6,754	$ 24,323	$ 31,809
Selling, general and administrative	4,549	6,368	22,202	24,711
Change in fair value of warrant liabilities	106		2,230	(488)
Related party
Research and development, net	0	24	405	3,389
Selling, general and administrative	88	44	190	2,820
Change in fair value of warrant liabilities	$ (33)	$ 0	$ 1,736	$ (407)

ACCRUED EXPENSES (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of accrued expenses

Accrued expenses consisted of the following (in thousands):



		As of
		March 31, 2026			December 31, 2025
Accrued compensation and benefits		$	838		$	760
Accrued audit and tax services			166			67
Accrued legal and professional			320			172
Accrued transaction costs			2,327			1,423
Accrued other			477			559
Total accrued expenses		$	4,128		$	2,981

Accrued expenses consisted of the following (in thousands):



		As of December 31,
		2025			2024
Accrued compensation and benefits		$	760		$	1,066
Accrued audit and tax services			67			140
Accrued legal and professional			172			29
Accrued transaction costs			1,423			—
Accrued other			559			788
Total accrued expenses		$	2,981		$	2,023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Principles of Consolidation (Details) - subsidiary	Mar. 31, 2026	Dec. 31, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of subsidiaries	4	4

COMMON STOCK - Common stock reserved (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
COMMON STOCK
Redeemable convertible preferred stock		18,349,937	18,349,937
Options to purchase common stock		5,546,772	5,085,269
Preferred stock warrants		295,559	295,559
Preferred stock issued upon conversion of convertible promissory notes		560,024
Restricted stock units		1,394,670	1,446,116
Total		26,146,962	25,176,881
Assumed price	$ 38	$ 38
Assumed price after discount	$ 19	$ 19
Discount rate	50.00%	50.00%
Common stock remained available for future grants		1,329,263	1,702,707

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation and Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock-based compensation expense	$ 1,534	$ 3,857	$ 9,449	$ 9,125
Accrued interest or penalties			0	0
Stock options
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock-based compensation expense	$ 1,534	$ 3,857	9,449	9,125
Performance based stock options
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock-based compensation expense			0	0
Restricted stock units
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock-based compensation expense			0
Performance and market based restricted stock units
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock-based compensation expense			$ 0	$ 0

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Schedule of quantitative information regarding market assumptions used for valuation of the public and private warrants

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of March 31, 2026:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.20			0.20
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31, 2025:



		Series B-1			Series D
Discount rate			25	%		25	%
Expected life (in years)			0.38			0.38
Future projected price per share		$	37.76		$	37.76
Strike price		$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of March 31, 2026:



		Series B-1			Series D
Share value		$	18.16		$	33.61
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.8	%		3.8	%
Expected life (in years)			2			2
Expected dividends			—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



		Series B-1			Series D
Share value		$	18.14		$	33.71
Assumed volatility			90	%		37	%
Assumed risk-free interest rate			3.5	%		3.5	%
Expected life (in years)			2			2
Expected dividends			—			—

The assumptions used in determining the fair value of the August 2025 Notes under the SBM during the three months ended March 31, 2026, were as follows:



		Series D
		Three Months Ended
		March 31, 2026
SPAC Exit Scenario			85	%
Qualified Financing Scenario			7.5	%
Dissolution Scenario			7.5	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.7	%
Expected life (in years)			0.50
Assumed discount rate			20	%
Share value		$	37.35

The assumptions used in determining the fair value of the August 2025 Notes under the SBM as of December 31, 2025, were as follows:



		Series D
		December 31, 2025
SPAC Exit Scenario			75	%
Qualified Financing Scenario			15	%
Dissolution Scenario			10	%
Assumed volatility			40	%
Assumed risk-free interest rate			3.50	%
Expected life (in years)			0.75
Assumed discount rate			20	%
Share value		$	34.47

The following are assumptions used in valuing the Series B-1 and D Warrant Agreements in the SPAC Exit scenario, as of December 31 2025:



	Series B-1			Series D
Discount rate		25	%		25	%
Expected life (in years)		0.38			0.38
Future projected price per share	$	37.76		$	37.76
Strike price	$	0.08		$	27.21

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements in the OPM scenario, as of December 31, 2025:



	Series B-1			Series D
Share value	$	18.14		$	33.71
Assumed volatility		90	%		37	%
Assumed risk-free interest rate		3.5	%		3.5	%
Expected life (in years)		2			2
Expected dividends		—			—

The following are the assumptions used in valuing the Series B-1 and D Warrant Agreements, as of December 31, 2024:



	Series B-1		Series D
Assumed volatility	75	%	75	%
Assumed risk-free interest rate	4.29	%	4.29	%
Expected life (in years)	2.5		2.5
Expected dividends	—		—

Schedule of company's assets and liabilities that are measured at fair value



		Level		March 31, 2026			December 31, 2025
Investments held in Trust Account		1		$	285,868,994		$	283,377,276



	Level		December 31, 2025			December 31, 2024
Investments held in Trust Account	1		$	283,377,276		$	—

Schedule of quantitative information regarding market assumptions used for valuation of the public and private warrants



	May 5, 2025
Volatility		5.7	%
Risk free rate		3.79	%
Market implied likelihood of completing a Business Combination		17.2	%
Share price	$	9.886
Weighted terms (Yrs)		2.86



	May 5, 2025
Volatility		5.7	%
Risk free rate		3.79	%
Market implied likelihood of completing a Business Combination		17.2	%
Share price	$	9.886
Weighted terms (Yrs)		2.86

Schedule of criteria for determination of market implied likelihood of completing a business combination



Criteria		Low		High
IPO proceeds ($M)		55		250
Warrant coverage		—		1
Rights coverage (per unit)		0.05		0.20
Remaining months to complete		9		22



Criteria		Low		High
IPO proceeds ($M)		55		250
Warrant coverage		—		1
Rights coverage (per unit)		0.05		0.20
Remaining months to complete		9		22

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

RELATED PARTY TRANSACTIONS - Collaboration Arrangements (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		12 Months Ended
	Dec. 31, 2025	Aug. 31, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
RELATED PARTY TRANSACTIONS
Amount receivable	$ 1,152		$ 3,360		$ 1,152	$ 589
Related party
RELATED PARTY TRANSACTIONS
Amount receivable	1,000		0		1,000	581
Member of the Company's Board of Directors \| Mercedes-Benz
RELATED PARTY TRANSACTIONS
Reimbursements received			0	$ 24	110	2,613
Amount receivable	0		0		0	4
Member of the Company's Board of Directors \| Stellantis
RELATED PARTY TRANSACTIONS
Reimbursements received			0	$ 0	1,185	776
Amount receivable	1,000		0		1,000	$ 577
Production and testing expense	2,000	$ 2,000
Prepaid production and testing expense	2,000				2,000
Prepaid production and testing expense recognized			160		890
Member of the Company's Board of Directors \| Location, Statement of Financial Position, Balance [Axis]: us-gaap:OtherAssetsNoncurrent \| Stellantis
RELATED PARTY TRANSACTIONS
Prepaid production and testing expense	160		40		160
Member of the Company's Board of Directors \| Location, Statement of Financial Position, Balance [Axis]: us-gaap:PrepaidExpenseAndOtherAssetsCurrent \| Stellantis
RELATED PARTY TRANSACTIONS
Prepaid production and testing expense	$ 950		$ 910		$ 950

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Convertible Promissory Notes, Fair Value (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2026	Mar. 31, 2026	Dec. 31, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Proceeds from convertible promissory notes		$ 4,300	$ 10,000
Change in fair value of convertible promissory notes		1,407	4,389
August 2025 notes
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Change in fair value of convertible promissory notes		$ 300	$ (4,389)
Convertible Promissory Note, January 2026 \| Maximum [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Proceeds from convertible promissory notes	$ 5,340

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Ordinary Shares Class B ordinary shares Cartesian Growth Corporation III	Ordinary Shares Cartesian Growth Corporation III	Additional Paid-in Capital Private Placement Warrants Cartesian Growth Corporation III	Additional Paid-in Capital Public Warrants Cartesian Growth Corporation III	Additional Paid-in Capital Cartesian Growth Corporation III	Additional Paid-in Capital	Accumulated Deficit Cartesian Growth Corporation III	Accumulated Deficit	Class B ordinary shares Cartesian Growth Corporation III	Private Placement Warrants Cartesian Growth Corporation III	Public Warrants Cartesian Growth Corporation III	Cartesian Growth Corporation III	Total
Beginning balance at Dec. 31, 2023						$ 16,055,000		$ (127,387,000)					$ (111,253,000)
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Net income (loss)								(54,344,000)					(54,344,000)
Ending balance at Dec. 31, 2024	$ 690	$ 690			$ 24,310	25,193,000	$ (42,620)	(181,731,000)				$ (17,620)	$ (156,496,000)
Ending balance (In shares) at Dec. 31, 2024	6,900,000	6,900,000							6,900,000				5,016,051
Beginning balance at Oct. 28, 2024	$ 0				0		0					0
Beginning balance (In shares) at Oct. 28, 2024	0
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Class B ordinary shares issued to Sponsor	$ 690				24,310							25,000
Class B ordinary shares issued to Sponsor (in shares)	6,900,000
Net income (loss)							(42,620)					(42,620)
Ending balance at Dec. 31, 2024	$ 690	$ 690			24,310	25,193,000	(42,620)	(181,731,000)				(17,620)	$ (156,496,000)
Ending balance (In shares) at Dec. 31, 2024	6,900,000	6,900,000							6,900,000				5,016,051
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Net income (loss)							(20,449)	(12,870,000)				(20,449)	$ (12,870,000)
Ending balance at Mar. 31, 2025		$ 690			24,310	29,052,000	(63,069)	(194,601,000)				(38,069)	(165,499,000)
Ending balance (In shares) at Mar. 31, 2025		6,900,000
Beginning balance at Dec. 31, 2024	$ 690	$ 690			24,310	25,193,000	(42,620)	(181,731,000)				(17,620)	$ (156,496,000)
Beginning balance (In shares) at Dec. 31, 2024	6,900,000	6,900,000							6,900,000				5,016,051
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Remeasurement of Class A ordinary shares to redemption amount					(9,722,332)		(19,374,434)					(29,096,766)
Issuance of warrants			$ 6,800,000	$ 3,132,600						$ 6,800,000	$ 3,132,600
Allocated value of transaction costs to Class A shares					$ (234,578)							(234,578)
Net income (loss)							6,219,069	(73,845,000)				6,219,069	$ (73,845,000)
Ending balance at Dec. 31, 2025	$ 690					34,661,000	(13,197,985)	(255,576,000)				(13,197,295)	$ (221,394,000)
Ending balance (In shares) at Dec. 31, 2025	6,900,000								6,900,000				5,039,438
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Remeasurement of Class A ordinary shares to redemption amount							(2,491,718)					(2,491,718)
Net income (loss)							1,680,417	(8,575,000)				1,680,417	$ (8,575,000)
Ending balance at Mar. 31, 2026	$ 690					$ 36,285,000	$ (14,009,286)	$ (264,151,000)				$ (14,008,596)	$ (228,643,000)
Ending balance (In shares) at Mar. 31, 2026	6,900,000								6,900,000				5,068,690

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Number of new stock issued during the period.

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-URI https://asc.fasb.org/1943274/2147478448/946-505-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

INITIAL PUBLIC OFFERING (Details) - Cartesian Growth Corporation III			12 Months Ended
	May 05, 2025 USD ($) D $ / shares shares	May 01, 2025 shares	Dec. 31, 2025 $ / shares shares	Mar. 31, 2026 shares	Dec. 31, 2024 shares
Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants outstanding \| shares			13,800,000	13,800,000
Private Placement Warrants
INITIAL PUBLIC OFFERING
Number of warrants outstanding \| shares			6,800,000	6,800,000
Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of shares issued for each warrant \| shares	1
Exercise price of warrants \| $ / shares	$ 11.5
Minimum share price required for redemption of warrants \| $ / shares	18
Redemption price per warrant \| $ / shares	18
Business combination, warrants adjustment, stock issue price trigger \| $ / shares	$ 9.2
Business combination, warrants adjustment, proceeds from stock issue, percentage trigger	60.00%
Business combination, warrants adjustment, trading period	20 days
Business combination, warrants adjustment, volume weighted average trading price trigger \| $ / shares	$ 9.2
Business combination, warrants adjustment, exercise price percentage	115.00%
Business combination, warrants adjustment, redemption price percentage	180.00%
Initial public offering
INITIAL PUBLIC OFFERING
Number of units offered \| shares	27,600,000
Price per unit \| $ / shares	$ 10
Gross proceeds from issuance of initial public offering \| $	$ 276,000,000
Number of redeemable warrant per unit \| shares	0.5
Threshold days from business combination for transfer of warrants	30 days		30 days
Expiry term of warrants	5 years		5 years
Number of warrants outstanding \| shares			20,600,000	20,600,000	0
Minimum lock in period required for warrant exercise from the date of business combination	20 days
Threshold period for exercise of warrants become effective	60 days
Initial public offering \| Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of shares per unit \| shares	1
Number of shares issued for each warrant \| shares	1
Exercise price of warrants \| $ / shares	$ 11.5		$ 11.5
Trading days for computation of fair market value	10 days
Minimum share price required for redemption of warrants \| $ / shares	$ 18
Redemption price per warrant \| $ / shares	$ 0.01
Redemption period of warrant	30 days
Threshold consecutive trading days of warrants redemption \| D	20
Threshold trading days of warrants redemption \| D	30
Threshold business days from business combination for redemption of warrants	30 days
Threshold business days prior to redemption notice for redemption of warrants	3 days
Over- allotment options
INITIAL PUBLIC OFFERING
Number of units offered \| shares	3,600,000	3,600,000

PRIVATE PLACEMENT	3 Months Ended	12 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2026	Dec. 31, 2025
Cartesian Growth Corporation III
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering on May 5, 2025, the Sponsor and Cantor purchased an aggregate of 6,800,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,800,000. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and Cantor purchased 2,400,000 Private Placement Warrants. Each Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the public warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8). The Sponsor, DirectorCo, and the Company’s officers and directors have entered into letter agreements with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering on May 5, 2025, the Sponsor and Cantor purchased an aggregate of 6,800,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,800,000. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and Cantor purchased 2,400,000 Private Placement Warrants. Each Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the public warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in our initial public offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8). The Sponsor, DirectorCo, and the Company’s officers and directors have entered into letter agreements with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

RELATED PARTY TRANSACTIONS

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

RELATED PARTY TRANSACTIONS

NOTE 14 - Related Party Transactions

Collaboration Arrangements

Consulting Arrangements

NOTE 15 - RELATED PARTY TRANSACTIONS

Collaboration Arrangements

In August 2025, the Company modified its existing JDA with Stellantis. The modified JDA required the Company to make a $2,000 payment to Stellantis for services related to the production and testing of a demo fleet. The Company and Stellantis jointly developed a production timeline as outlined in the agreement, which includes deliverables of Stellantis to the Company through June 2027 such as, module and pack safety reports, battery management system results, installation and retrofitting of test cells, and validation results of the demo fleet. During the year ended December 31, 2025, the Company prepaid $2,000 to Stellantis for these services. As of December 31, 2025, $160 is included in other non-current assets and $950 is included in prepaid expenses and other current assets on the consolidated balance sheets. During the year ended December 31, 2025, $890 of expense was recognized as part of the agreement and is included in research and development expenses on the consolidated statements of operations.

Secondary Share Sale

Consulting Arrangements

Stock Option Issuance

Convertible Promissory Notes

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FAIR VALUE MEASUREMENTS - Company's assets and liabilities (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Cartesian Growth Corporation III \| Fair value, inputs, level 1
FAIR VALUE MEASUREMENTS
Investments held in Trust Account	$ 285,868,994	$ 283,377,276

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

COMMITMENTS AND CONTINGENCIES - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
COMMITMENTS AND CONTINGENCIES
2026		$ 1,994
2027		2,053
2028		1,546
2029		1,308
2030		1,348
Thereafter		2,577
Total lease payments		10,826
Imputed interest		(2,289)
Net lease liabilities, short-term and long-term		8,537
Operating lease liabilities, current portion	$ 1,401	1,357	$ 1,211
Operating lease liabilities, net of current portion	$ 6,817	$ 7,180	$ 8,537

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Transaction Costs, Warrant Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Deferred transaction costs incurred	$ 3,468	$ 1,423	$ 0
Change in fair value of warrant liabilities	$ 106	$ 2,230	$ (488)

SEGMENT INFORMATION (Details)	2 Months Ended	3 Months Ended		12 Months Ended
SEGMENT INFORMATION (Details)	Dec. 31, 2024 USD ($)	Mar. 31, 2026 USD ($) segment	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($) segment
SEGMENT INFORMATION
Number of reportable segment \| segment		1		1
Cartesian Growth Corporation III
SEGMENT INFORMATION
Number of reportable segment \| segment		1		1
Cash	$ 0	$ 396,210		$ 624,163
Investments held in Trust Account	0	285,868,994		283,377,276
General and administrative costs	42,620	811,301	$ 20,449	1,158,207
Interest earned on investments held in Trust Account		2,491,718		7,377,276
Cartesian Growth Corporation III \| Single reportable segment
SEGMENT INFORMATION
Cash		396,210		624,163
Investments held in Trust Account		285,868,994		283,377,276
General and administrative costs	$ 42,620	811,301	$ 20,449	1,158,207
Interest earned on investments held in Trust Account		$ 2,491,718		$ 7,377,276

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