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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 primary objective 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's strategy focuses on identifying high-growth businesses that possess proven or potential transnational operations or outlooks, aiming to leverage the experience, reputation, and network of its management team . The Company also seeks target businesses where it anticipates opportunities for ongoing value creation post-business combination . The Company has a single reportable segment, with its Chief Financial Officer reviewing operating results for the Company as a whole to make resource allocation and performance assessment decisions .

The Company generates revenue through non-operating income, specifically interest income on marketable securities held in a trust account established for the benefit of its public shareholders . It does not expect to generate any operating revenues until after the completion of its initial business combination . The Company's business model is centered on identifying and combining with an established high-growth company that can benefit from both a constructive combination and continued value-creation by its management team . This approach involves a growth-oriented strategy and disciplined value-creation, which the Cartesian team has maintained for over 20 years . The Company's management team has experience in providing growth capital to closely-held firms and assisting their development into multinational companies, having executed over 55 market-leading investments across 30 countries .

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

As of December 31, 2025, the Company's balance sheet shows total assets of $284,154,850 . This includes cash of $624,163 and marketable securities held in the trust account amounting to $283,377,276 . Total liabilities as of the same date were $13,974,869 , comprising current liabilities of $834,869 and a deferred underwriting fee of $13,140,000 . The Company also reported a total shareholders' deficit of $(13,197,295) . The Class A ordinary shares subject to possible redemption were valued at approximately $10.27 per share , totaling $283,377,276 .

Comparing the fiscal year ended December 31, 2025, to the period from October 29, 2024 (inception) through December 31, 2024, the Company experienced a significant shift from a net loss of $42,620 to a net income of $6,219,069 . This improvement is attributable to the $7,377,276 in interest income generated from investments in the trust account during 2025, a revenue stream that was not present in the prior period . General and administrative costs increased from $42,620 in the inception period to $1,158,207 in 2025, reflecting the operational activities associated with being a public company and searching for a business combination.

A significant operational development during the period was the Company's entry into a Business Combination Agreement with Fenway MS, Inc. and Factorial Inc. on December 17, 2025 . This Proposed Business Combination was unanimously approved by the boards of directors and special committees of both Cartesian Growth Corporation III and Factorial . The closing of this transaction is anticipated in mid-2026, contingent upon requisite approvals from shareholders of both companies and the fulfillment of other customary closing conditions . Concurrently, the Company entered into Investor Stock Purchase Agreements for a PIPE Financing, where PIPE Investors agreed to subscribe for an aggregate of 9,927,184 shares of New Factorial Series A Common Stock at an average subscription price of $10.08 per share , generating aggregate gross proceeds of $100,000,000 .

Business Outlook

The Company's primary objective is to complete its initial business combination, with the Proposed Business Combination with Factorial Inc. expected to close in mid-2026, pending shareholder and stockholder approvals and 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 this initial business combination . If share capital or debt is used as consideration, the remaining proceeds in the trust account will be allocated as working capital for the target business's operations, other acquisitions, and growth strategies .

The Company's growth strategy is centered on identifying and combining with established high-growth businesses that can benefit from both a constructive combination and continued value-creation by its management team . This strategy emphasizes a growth-oriented approach and disciplined value-creation, which the Cartesian team has consistently applied for over 20 years . The Company aims to provide growth capital to closely-held firms and support their development into world-class multinational companies . The management team's expertise includes generating investment returns through intelligent growth and thoughtful internationalization of businesses in cooperation with incumbent owners and management teams . Value-creation efforts involve organic growth, targeted combinations, opportunistic aggregation of individual assets, and fundamental transformations, alongside working with management teams on new market-entry strategies, evaluating acquisition and disposal targets, and implementing risk management, business intelligence, and strategic planning functions . The Company will employ a consistent strategy to identify and create investment opportunities by focusing on long-term continuities, such as demographic, industrial, and technological forces, and short-term dislocations, defined as inefficiencies causing temporary divergence between value and price .

In terms of operational outlook, the Company expects to continue incurring significant costs in pursuit of its acquisition plans . The funds held outside the trust account are intended to be used primarily for identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, structuring and completing the business combination, and paying for directors and officers liability insurance premiums . The Sponsor or its affiliates, or certain officers and directors, may provide Working Capital Loans to fund working capital deficiencies or transaction costs, up to $1,500,000 , which may be convertible into private placement warrants of the post-business combination entity at $1.00 per warrant .

Planned capital allocation includes the use of net proceeds from the initial public offering and private placement warrants for the initial business combination . The Company has an agreement to pay the Sponsor $10,000 per month for office space, utilities, and administrative support, which commenced on May 1, 2025, and will continue until the earlier of the completion of the initial business combination or liquidation . A deferred underwriting discount of $13,140,000 is payable to the underwriters upon completion of the initial business combination, subject to modification. A Fee Modification Agreement with Cantor Fitzgerald & Co. on December 17, 2025, adjusted this to a non-refundable modified deferred fee of $3.75 million plus amounts based on the value of public shares not redeemed, capped at $13.0 million , if the business combination with Factorial Inc. is consummated.

The Company has identified several structural headwinds and execution risks. Its independent registered public accounting firm's report contains an explanatory paragraph expressing 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 the need for additional capital to fund operations and complete the business combination . The Company's plans to raise capital and consummate the initial business combination may not be successful . The requirement to complete the initial business combination within the Completion Window (24 months from the closing of the initial public offering) may give potential target businesses leverage in negotiations and limit due diligence time . If the Company fails to complete the business combination within this window, it will redeem its public shares, potentially at $10.00 per share or less , and warrants will expire worthless . Global geopolitical conditions, including conflicts in the Middle East, Europe, and Latin America, may adversely affect the search for and ability to consummate an initial business combination . Changes in laws or regulations, such as the SEC's SPAC Rules, may increase costs and time needed for a business combination . The Company also faces the risk of being deemed an investment company under the Investment Company Act, which could impose burdensome compliance requirements or restrict activities .

Risk Factors

The Company faces several material risks, including macroeconomic, competitive, regulatory, geopolitical, and operational challenges. A significant concern is the independent registered public accounting firm's explanatory paragraph expressing substantial doubt about the Company's ability to continue as a "going concern" due to a working capital deficit of $94,730 as of December 31, 2025, and the need for additional capital to fund operations and complete its initial business combination . The Company's ability to complete its initial business combination within the 24-month Completion Window is critical, as failure would lead to redemption of public shares at approximately $10.00 per share or possibly less, and warrants expiring worthless . Geopolitical instability from ongoing global conflicts in the Middle East, Europe, and Latin America could materially adversely affect the search for and consummation of an initial business combination, potentially leading to market disruptions, volatility, supply chain interruptions, and increased cyber-attacks . Regulatory changes, such as the SEC's SPAC Rules, may increase the costs and time required for a business combination and could lead to the Company being deemed an investment company, imposing burdensome compliance requirements or restricting its activities . The Company is also exposed to the risk of third-party claims against the trust account, which could reduce the per-share redemption amount to less than $10.00 . Furthermore, the potential for a new 1% U.S. federal excise tax on stock repurchases, if the Company domesticates as a U.S. corporation, could reduce the cash available for redemptions or transfer to the target business .

Management Priorities

Management's message to shareholders emphasizes the Company's formation as a blank check company with the purpose of effecting a business combination, focusing on high-growth businesses with proven or potential transnational operations or outlooks . The management team intends to capitalize on its experience, reputation, and network, seeking opportunities to drive ongoing value creation after the initial business combination . A key strategic priority is the successful completion of the Proposed Business Combination with Factorial Inc., which was unanimously approved by the boards of directors and special committees of both companies on December 17, 2025 , and is expected to close in mid-2026 . Management also highlights the PIPE Financing, where PIPE Investors agreed to subscribe for 9,927,184 shares of New Factorial Series A Common Stock at an average subscription price of $10.08 per share , generating aggregate gross proceeds of $100,000,000 , as a crucial component of the transaction. The Company's strategic priorities include leveraging the management team's cycle-tested investment approach, which involves a growth-oriented strategy and disciplined value-creation, and utilizing their extensive network of relationships with commercially successful families and privately held businesses globally to source acquisition opportunities .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Introduction
  2. [2] Item 1, Business — Introduction
  3. [3] Item 1, Business — Introduction
  4. [4] Item 7, MD&A — Segment Reporting
  5. [5] Item 7, MD&A — Results of Operations
  6. [6] Item 7, MD&A — Results of Operations
  7. [7] Item 1, Business — Business Strategy
  8. [8] Item 1, Business — Business Strategy
  9. [9] Item 1, Business — Management Expertise
  10. [10] Item 7, MD&A — Results of Operations
  11. [11] Item 7, MD&A — Results of Operations
  12. [12] Item 7, MD&A — Results of Operations
  13. [13] Item 7, MD&A — Results of Operations
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 8, Financial Statements — Balance Sheets
  16. [16] Item 8, Financial Statements — Balance Sheets
  17. [17] Item 8, Financial Statements — Balance Sheets
  18. [18] Item 8, Financial Statements — Balance Sheets
  19. [19] Item 8, Financial Statements — Balance Sheets
  20. [20] Item 8, Financial Statements — Balance Sheets
  21. [21] Item 8, Financial Statements — Balance Sheets
  22. [22] Item 8, Financial Statements — Balance Sheets
  23. [23] Item 8, Financial Statements — Balance Sheets
  24. [24] Item 7, MD&A — Results of Operations
  25. [25] Item 7, MD&A — Results of Operations
  26. [26] Item 7, MD&A — Results of Operations
  27. [27] Item 7, MD&A — Results of Operations
  28. [28] Item 7, MD&A — Results of Operations
  29. [29] Item 7, MD&A — Results of Operations
  30. [30] Item 7, MD&A — Business Combination Agreement
  31. [31] Item 7, MD&A — Business Combination Agreement
  32. [32] Item 7, MD&A — Business Combination Agreement
  33. [33] Item 7, MD&A — PIPE Financing
  34. [34] Item 7, MD&A — PIPE Financing
  35. [35] Item 7, MD&A — Business Combination Agreement
  36. [36] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  37. [37] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  38. [38] Item 1, Business — Business Strategy
  39. [39] Item 1, Business — Business Strategy
  40. [40] Item 1, Business — Business Strategy
  41. [41] Item 1, Business — Business Strategy
  42. [42] Item 1, Business — Business Strategy
  43. [43] Item 1, Business — Business Strategy
  44. [44] Item 7, MD&A — Overview
  45. [45] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  46. [46] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  47. [47] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  48. [48] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  49. [49] Item 7, MD&A — Contractual Obligations
  50. [50] Item 7, MD&A — Contractual Obligations
  51. [51] Item 7, MD&A — Contractual Obligations
  52. [52] Item 7, MD&A — Contractual Obligations
  53. [53] Item 1A, Risk Factors — Summary Risk Factors
  54. [54] Item 1A, Risk Factors — Summary Risk Factors
  55. [55] Item 1A, Risk Factors — Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
  56. [56] Item 1A, Risk Factors — Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
  57. [57] Item 1A, Risk Factors — Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
  58. [58] Item 1A, Risk Factors — Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
  59. [59] Item 1A, Risk Factors — Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
  60. [60] Item 1A, Risk Factors — Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
  61. [61] Item 1A, Risk Factors — Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
  62. [62] 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.”
  63. [63] 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.”
  64. [64] 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.
  65. [65] Item 1A, Risk Factors — If we are unable to complete our initial business combination within the Completion Window, in which case we would redeem our public shares.
  66. [66] Item 1A, Risk Factors — If we are unable to complete our initial business combination within the Completion Window, in which case we would redeem our public shares.
  67. [67] 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.
  68. [68] 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.
  69. [69] Item 1A, Risk Factors — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share.
  70. [70] Item 1A, Risk Factors — If our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof), a U.S. federal excise tax could be imposed on us in connection with any redemptions of our Class A ordinary shares after or in connection with such initial business combination.
  71. [71] Item 1, Business — Introduction
  72. [72] Item 1, Business — Introduction
  73. [73] Item 7, MD&A — Business Combination Agreement
  74. [74] Item 7, MD&A — Business Combination Agreement
  75. [75] Item 7, MD&A — PIPE Financing
  76. [76] Item 7, MD&A — PIPE Financing
  77. [77] Item 1, Business — Business Strategy

Analysis on 5/20/2026