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Cartesian Growth Corp III

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Business Summary

Cartesian Growth Corporation III (the "Company") operates as a blank check company, specifically a Cayman Islands exempted company, established with the sole purpose of executing a business combination such as a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar transaction with one or more businesses or entities . The Company has not engaged in any operations or generated revenues to date, with its activities from inception on October 29, 2024, through December 31, 2025, focused on organizational tasks, preparing for its initial public offering (IPO), and subsequently identifying a target company for its initial business combination . The Company's strategy is to identify and combine with established high-growth businesses that can benefit from both a constructive combination and continued value creation by its management team, focusing on companies with proven or potential transnational operations or outlooks .

The Company generates non-operating income from interest on marketable securities held in a trust account, which was established for the benefit of its public shareholders . The core business model revolves around identifying and acquiring a target business, utilizing cash from the IPO and private placement proceeds, its shares, debt, or a combination thereof . The Company's management team, affiliated with Cartesian Capital Group, LLC, a global private equity firm, brings extensive experience in providing growth capital and executing market-leading investments across various sectors and geographies .

For the fiscal year ended December 31, 2025, the Company reported a net income of $6,219,069 . This was primarily driven by interest earned on investments held in the trust account, totaling $7,377,276 , offset by general and administrative costs of $1,158,207 . In the preceding period from October 29, 2024 (inception) through December 31, 2024, the Company recorded a net loss of $42,620 , solely due to general and administrative costs .

As of December 31, 2025, the Company held cash of $624,163 and marketable securities in the trust account valued at $283,377,276 , which included approximately $7,377,276 of interest income. Total current assets were $740,139 , while total current liabilities amounted to $834,869 . The Company also had a deferred underwriting fee of $13,140,000 . The Class A ordinary shares subject to possible redemption were valued at $283,377,276 , representing 27,600,000 shares at a redemption value of approximately $10.27 per share . The Company's total shareholders' deficit was $(13,197,295) as of December 31, 2025, compared to $(17,620) as of December 31, 2024.

A significant operational development occurred on December 17, 2025, when the Company entered into a Business Combination Agreement with Fenway MS, Inc. and Factorial Inc. ("Factorial") . This proposed business combination was unanimously approved by the boards of directors and special committees of both CGC and Factorial . Concurrently, a Fee Modification Agreement was signed with Cantor Fitzgerald & Co. ("Cantor"), modifying the deferred underwriting commission of $13,140,000 . If the business combination with Factorial Inc. is consummated, Cantor will receive a non-refundable modified deferred fee of $3.75 million plus amounts based on non-redeemed public shares, capped at $13.0 million . Additionally, a PIPE Financing was arranged, where PIPE Investors agreed to purchase 9,927,184 shares of New Factorial Series A Common Stock at an average subscription price of $10.08 per share for aggregate gross proceeds of $100,000,000 .

Business Outlook

The Company's proposed business combination with Factorial Inc. is anticipated to close in mid-2026, contingent upon receiving the necessary approvals from CGC shareholders and Factorial stockholders, as well as fulfilling other customary closing conditions . The Company intends to use substantially all of the funds held in the trust account, including any interest earned (excluding deferred underwriting commissions and less taxes payable, if any), net of redemptions, to complete its initial business combination . If share capital or debt is used as consideration, the remaining trust account proceeds will serve as working capital for the target business's operations, other acquisitions, and growth strategies .

The Company plans to utilize funds held outside the trust account primarily for identifying and evaluating target businesses, conducting due diligence, covering travel expenses, reviewing corporate documents, structuring and negotiating the business combination, and paying for directors and officers liability insurance premiums . To address potential working capital deficiencies or finance transaction costs for the business combination, the Sponsor or its affiliates, or certain officers and directors, may provide loans, up to $1,500,000 , which could be convertible into private placement warrants of the post-business combination entity at $1.00 per warrant .

The Company's management has determined that its current liquidity condition raises substantial doubt about its ability to continue as a going concern . It believes additional funds will be needed to cover operating expenditures prior to the initial business combination . Furthermore, additional financing may be required to complete the initial business combination or if a significant number of public shares are redeemed, potentially leading to the issuance of additional securities or incurrence of debt .

The Company is subject to changing laws and regulations, including the SEC's new SPAC Rules adopted on January 24, 2024 . Compliance with these rules and related guidance may increase the costs and time required to negotiate and complete an initial business combination and could restrict the circumstances under which it can be completed . The Company is also mindful of the SEC's investment company definition and guidance, intending to avoid being deemed an "investment company" under the Investment Company Act by primarily engaging in a business other than investing, reinvesting, or trading in securities, and by restricting its "investment securities" to less than 40% of its total assets . To mitigate the risk of being deemed an investment company, the Company may instruct the trustee to liquidate trust account investments and hold funds in cash or an interest-bearing demand deposit account, which would likely reduce interest earned on these funds .

Risk Factors

The Company faces numerous material risks, including its status as a blank check company with no operating history or revenues, which creates uncertainty in evaluating its ability to achieve its business objective . The independent registered public accounting firm's report expresses substantial doubt about the Company's ability to continue as a "going concern" due to its working capital deficit of $94,730 as of December 31, 2025, and expected significant costs in pursuing acquisition plans . Public shareholders may have limited opportunity to vote on the proposed initial business combination, and even if a vote occurs, the initial shareholders, who own 20% of the outstanding ordinary shares, have agreed to vote in favor, potentially allowing the combination to proceed without majority public shareholder support . The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, and a high redemption rate could prevent meeting minimum cash requirements for a closing condition . The deferred underwriting commissions of $13,140,000 will not be adjusted for redemptions, potentially diluting non-redeeming shareholders . The requirement to complete a business combination within the Completion Window (24 months from IPO closing) may give target businesses leverage and limit due diligence time . Global geopolitical conditions, including conflicts in the Middle East, Europe, and Latin America, could adversely affect the search for and consummation of an initial business combination . Changes in laws or regulations, such as the SEC's new SPAC Rules, may increase costs and time for completing a business combination . There is a risk of being deemed an investment company under the Investment Company Act, which could impose burdensome compliance requirements or necessitate liquidation . The nominal purchase price paid by initial shareholders for founder shares (approximately $0.004 per share) could result in significant dilution to public shares upon business combination, and initial shareholders may profit substantially even if the trading price declines .

Management Priorities

Management's message to shareholders emphasizes the Company's strategy to identify and combine with high-growth businesses that can benefit from the management team's experience, reputation, and network, particularly those with proven or potential transnational operations or outlooks. The Company's Chairman and Chief Executive Officer, Peter Yu, and Chief Financial Officer and Director, Rafael de Luque, along with other Cartesian team members, are highlighted for their extensive international private equity experience, having executed over 55 market-leading investments across 30 countries . Management's strategic priorities include leveraging this expertise to identify acquisition opportunities through a proprietary process, focusing on long-term continuities and short-term dislocations in global economic change, and assisting closely-held firms in their development as world-class multinational companies through growth capital and value-creation efforts . The Company has entered into a Business Combination Agreement with Factorial Inc., which is expected to close in mid-2026 , following requisite approvals and fulfillment of customary closing conditions. Management has also addressed the modification of the deferred underwriting commission with Cantor, which will be $3.75 million plus amounts based on non-redeemed public shares, capped at $13.0 million , if the Factorial Inc. business combination is consummated.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Introduction
  2. [2] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview
  3. [3] Item 1, Business — Introduction
  4. [4] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations
  5. [5] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview
  6. [6] Item 1, Business — Management Expertise
  7. [7] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations
  8. [8] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations
  9. [9] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations
  10. [10] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations
  11. [11] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations
  12. [12] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern
  13. [13] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern
  14. [14] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern
  15. [15] Item 8, Financial Statements and Supplementary Data — Balance Sheets
  16. [16] Item 8, Financial Statements and Supplementary Data — Balance Sheets
  17. [17] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations
  18. [18] Item 8, Financial Statements and Supplementary Data — Balance Sheets
  19. [19] Item 8, Financial Statements and Supplementary Data — Balance Sheets
  20. [20] Item 8, Financial Statements and Supplementary Data — Balance Sheets
  21. [21] Item 8, Financial Statements and Supplementary Data — Balance Sheets
  22. [22] Item 8, Financial Statements and Supplementary Data — Balance Sheets
  23. [23] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Business Combination Agreement
  24. [24] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Business Combination Agreement
  25. [25] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations
  26. [26] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations
  27. [27] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations
  28. [28] Item 6, Commitments and Contingencies — PIPE Financing
  29. [29] Item 6, Commitments and Contingencies — PIPE Financing
  30. [30] Item 6, Commitments and Contingencies — PIPE Financing
  31. [31] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Business Combination Agreement
  32. [32] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern
  33. [33] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern
  34. [34] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern
  35. [35] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern
  36. [36] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern
  37. [37] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern
  38. [38] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern
  39. [39] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources and Going Concern
  40. [40] Item 1A, Risk Factors — Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
  41. [41] Item 1A, Risk Factors — Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
  42. [42] Item 1A, Risk Factors — If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  43. [43] Item 1A, Risk Factors — To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our 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 until the earlier of the consummation of our initial business combination or our liquidation.
  44. [44] Item 1A, Risk Factors — We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
  45. [45] Item 1A, Risk Factors — Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
  46. [46] Item 1A, Risk Factors — Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
  47. [47] Item 1A, Risk Factors — Our initial shareholders own 20% of our issued and outstanding ordinary shares following the completion of our initial public offering.
  48. [48] Item 1A, Risk Factors — Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
  49. [49] Item 1A, Risk Factors — The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
  50. [50] Item 1A, Risk Factors — The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination.
  51. [51] Item 1A, Risk Factors — The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination.
  52. [52] Item 1A, Risk Factors — The requirement that we complete our initial business combination within the Completion Window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
  53. [53] Item 1A, Risk Factors — The requirement that we complete our initial business combination within the Completion Window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
  54. [54] Item 1A, Risk Factors — Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global conflicts in the Middle East, Europe, and Latin America.
  55. [55] Item 1A, Risk Factors — Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
  56. [56] Item 1A, Risk Factors — If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  57. [57] Item 1A, Risk Factors — The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our initial shareholders are likely to make a substantial profit on their investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.
  58. [58] Item 1A, Risk Factors — The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our initial shareholders are likely to make a substantial profit on their investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.
  59. [59] Item 1, Business — Management Expertise
  60. [60] Item 1, Business — Business Strategy
  61. [61] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Business Combination Agreement
  62. [62] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations
  63. [63] Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations

Analysis on 5/20/2026