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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 Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on October 29, 2024 . Its primary business objective is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities, referred to as its initial Business Combination . The Company has initially focused on identifying high-growth businesses with proven or potential transnational operations or outlooks, aiming to leverage the experience, reputation, and network of its management team . The strategy emphasizes driving ongoing value creation post-Business Combination, consistent with the management team's prior investment approach .

The core business model of Cartesian Growth Corporation III is to identify and combine with an established high-growth company that can benefit from both a constructive combination and continued value-creation by its management team . The Company generates non-operating income from interest earned on marketable securities held in its trust account . Its primary customer segments are not explicitly defined as it is a SPAC seeking a target business, but its strategy focuses on closely-held firms and assisting their development as world-class multinational companies . The Company's approach involves providing growth capital, intelligent growth, and thoughtful internationalization of businesses in cooperation with incumbent owners and management teams .

The Company has a single reportable segment, as its Chief Financial Officer, identified as the Chief Operating Decision Maker (CODM), reviews operating results for the Company as a whole to make resource allocation and performance assessment decisions . Key metrics reviewed by the CODM include cash and investments held in the Trust Account, as well as general and administrative costs .

For the fiscal year ended December 31, 2025, Cartesian Growth Corporation III reported a net income of $6,219,069 . This was primarily driven by interest earned on investments held in the trust account, amounting to $7,377,276 , offset by general and administrative costs of $1,158,207 . The Company had a working capital deficit of $94,730 as of December 31, 2025 . Cash and cash equivalents stood at $624,163 , while investments held in the Trust Account totaled $283,377,276 . The Company had no long-term debt obligations . Basic and diluted net income per share for Class A ordinary shares subject to redemption was $0.25 , and for Class B ordinary shares, it was also $0.25 .

Comparing the year ended December 31, 2025, to the period from October 29, 2024 (inception) through December 31, 2024, the Company transitioned from a net loss of $42,620 to a net income of $6,219,069 . This shift is attributable to the generation of $7,377,276 in interest income from investments held in the trust account in 2025, a revenue stream that was absent in the prior period . General and administrative costs increased from $42,620 in the inception period to $1,158,207 in 2025. The Company also saw a significant increase in its investments held in the Trust Account, growing from $0 at December 31, 2024, to $283,377,276 at December 31, 2025, following its initial public offering.

A significant operational development during the reported period was the consummation of the initial public offering on May 5, 2025, which generated gross proceeds of $276,000,000 from the sale of 27,600,000 units . Simultaneously, the Company sold 6,800,000 private placement warrants for gross proceeds of $6,800,000 . On December 17, 2025, the Company entered into a Business Combination Agreement with Fenway MS, Inc. and Factorial Inc., which 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., modifying the deferred underwriting commission from $13,140,000 to a non-refundable modified deferred fee of $3.75 million plus amounts based on public shares not redeemed, capped at $13.0 million , contingent on the Factorial business combination closing. Additionally, a PIPE Financing agreement was executed with an affiliate of the Sponsor and an institutional investor to subscribe for an aggregate of 9,927,184 shares of New Factorial Series A Common Stock for aggregate gross proceeds of $100,000,000 .

Business Outlook

Management expects the Proposed Business Combination with Factorial Inc. to close in mid-2026, contingent upon receiving requisite approvals from CGC shareholders and Factorial stockholders, and the fulfillment of other customary closing conditions . The Company anticipates incurring significant costs in pursuit of its acquisition plans .

The primary growth area for the Company is the successful completion of its initial Business Combination with Factorial Inc. The Company's strategy is to identify and combine with an established high-growth company that can benefit from both a constructive combination and continued value-creation by its management team . The management team's approach involves providing growth capital to closely-held firms and assisting their development as world-class multinational companies, with an extensive track record of value creation through organic growth, targeted combinations, opportunistic aggregation of individual assets, and fundamental transformations . The Company intends to seek target businesses with meaningful and attractive high-growth potential, identified through a proprietary process rather than a competitive one, and with proven business models, avoiding risks of unproven technologies .

In terms of operational outlook, the Company expects to continue to incur significant costs in the pursuit of its acquisition plans . The Company's liquidity condition, as of December 31, 2025, showed a working capital deficit of $94,730 , raising substantial doubt about its ability to continue as a going concern . Management believes additional funds will be needed to meet operating expenditures prior to the initial Business Combination . The Company may also need additional financing to complete the initial Business Combination or if a significant number of public shares are redeemed, potentially through issuing additional securities or incurring debt .

Planned capital allocation includes using substantially all funds held in the trust account, including interest earned (excluding deferred underwriting commissions and less taxes payable), net of redemptions, to complete the initial Business Combination . Funds held outside the trust account, which amounted to $624,163 as of December 31, 2025, are intended to be used primarily to identify and evaluate target businesses, perform due diligence, cover travel expenses, review corporate documents, structure and negotiate the Business Combination, and pay for directors and officers liability insurance premiums . The Sponsor or its affiliates or certain officers and directors may loan the Company up to $1,500,000 as Working Capital Loans to fund deficiencies or transaction costs, which may be convertible into private placement warrants at $1.00 per warrant .

Management has explicitly flagged several structural headwinds and execution risks. The 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 liquidity condition and the need to complete a business combination . The Company's plans to raise capital and consummate its initial Business Combination may not be successful . The requirement to complete the initial Business Combination within the Completion Window (24 months from the IPO closing) may give target businesses leverage and limit due diligence time . If the initial Business Combination is not completed within this window, the Company will redeem its public shares, and warrants may expire worthless . The ability of public shareholders to redeem shares for cash may make the Company's financial condition unattractive to potential targets and could lead to substantial dilution for non-redeeming shareholders due to deferred underwriting compensation .

Geographic, regulatory, and macro factors identified as constraints include volatility and disruption in global markets due to ongoing conflicts in the Middle East, Europe, and Latin America, which could adversely affect the search for and ability to consummate an initial Business Combination . Military or other conflicts may lead to increased volume and price volatility for publicly traded securities or affect the operations or financial condition of potential target companies, making it more difficult to consummate a business combination . Changes in laws or regulations, such as the SEC's SPAC Rules, may increase costs and time needed to complete a business combination . There is also a 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 material risks, including substantial doubt about its ability to continue as a "going concern" due to a working capital deficit of $94,730 as of December 31, 2025, and the expectation of significant costs in pursuing its acquisition plans . There is a risk that public shareholders may not have an opportunity to vote on the proposed initial business combination, and even if a vote is held, the initial shareholders, who own 20% of the issued and outstanding ordinary shares, have agreed to vote in favor, potentially overriding public shareholder sentiment . The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, and a large number of redemptions could prevent the Company from meeting minimum cash requirements for a closing condition . The deferred underwriting commission of $13,140,000 will not be adjusted for redemptions, potentially diluting the investment of non-redeeming shareholders . The requirement to complete a business combination within 24 months from the IPO closing may give target businesses leverage and limit due diligence time, increasing the risk of an unfavorable transaction or liquidation if no combination is completed . Third-party claims against the Company could reduce the funds in the trust account, potentially leading to public shareholders receiving less than $10.00 per share upon redemption . Changes in laws or regulations, such as the SEC's SPAC Rules, may increase costs and time for completing a business combination , and there is a risk of being deemed an investment company under the Investment Company Act . Global geopolitical conflicts in the Middle East, Europe, and Latin America could adversely affect the search for and ability to consummate an initial business combination . The Company may issue additional Class A ordinary shares or preference shares, or Class A ordinary shares upon conversion of founder shares at a ratio greater than one-to-one due to anti-dilution provisions, which would dilute existing shareholders .

Management Priorities

Management's message to shareholders conveys a commitment to completing an initial Business Combination, specifically highlighting the Business Combination Agreement with Fenway MS, Inc. and Factorial Inc., which was unanimously approved by the boards of directors and special committees of both CGC and Factorial . The Proposed Business Combination is expected to close in mid-2026, subject to shareholder and stockholder approvals and customary closing conditions . Management emphasizes its strategy of seeking high-growth businesses with proven or potential transnational operations, aiming to leverage the team's extensive experience, reputation, and network to drive ongoing value creation post-combination . A key strategic priority is to identify and combine with an established high-growth company that can benefit from the management team's cycle-tested investment approach, which includes growth-oriented strategies, disciplined value-creation, and assisting in the development of world-class multinational companies through organic growth, targeted combinations, and fundamental transformations . Another priority is to secure the necessary financing to complete the initial Business Combination and fund future operations, acknowledging the need to raise additional funds to meet expenditures prior to the Business Combination and potentially issuing additional securities or incurring debt . Management also highlights its focus on mitigating risks associated with its blank check company status, including the "going concern" issue and the potential impact of redemptions on capital structure .

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 1, Business — Introduction
  5. [5] Item 1, Business — Business Strategy
  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 7, Note 9 — Segment Information
  10. [10] Item 7, Note 9 — Segment Information
  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 — Liquidity and Capital Resources and Going Concern
  15. [15] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  16. [16] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  17. [17] Item 7, MD&A — Contractual Obligations
  18. [18] Item 7, Note 2 — Net Income (Loss) per Ordinary Share
  19. [19] Item 7, Note 2 — Net Income (Loss) per Ordinary Share
  20. [20] Item 7, MD&A — Results of Operations
  21. [21] Item 7, MD&A — Results of Operations
  22. [22] Item 7, MD&A — Results of Operations
  23. [23] Item 7, MD&A — Results of Operations
  24. [24] Item 7, MD&A — Results of Operations
  25. [25] Item 7, MD&A — Results of Operations
  26. [26] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  27. [27] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  28. [28] Item 1, Business — Initial Public Offering
  29. [29] Item 1, Business — Initial Public Offering
  30. [30] Item 1, Business — Initial Public Offering
  31. [31] Item 7, MD&A — Business Combination Agreement
  32. [32] Item 7, MD&A — Contractual Obligations
  33. [33] Item 7, MD&A — Contractual Obligations
  34. [34] Item 7, MD&A — Contractual Obligations
  35. [35] Item 7, Note 6 — PIPE Financing
  36. [36] Item 7, MD&A — Business Combination Agreement
  37. [37] Item 7, MD&A — Overview
  38. [38] Item 1, Business — Business Strategy
  39. [39] Item 1, Business — Business Strategy
  40. [40] Item 1, Business — Acquisition Criteria
  41. [41] Item 7, MD&A — Overview
  42. [42] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  43. [43] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  44. [44] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  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 — Liquidity and Capital Resources and Going Concern
  50. [50] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  51. [51] 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.”
  52. [52] 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.”
  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 — We may not be able to complete our initial business combination within the Completion Window, in which case we would redeem our public shares.
  55. [55] Item 1A, Risk Factors — The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.
  56. [56] 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.
  57. [57] Item 1A, Risk Factors — Military or other conflicts in Ukraine, the Middle East, Latin America or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.
  58. [58] 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.
  59. [59] 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.
  60. [60] Item 1A, Risk Factors — Summary Risk Factors
  61. [61] Item 1A, Risk Factors — Summary Risk Factors
  62. [62] Item 1A, Risk Factors — Our initial shareholders own 20% of our issued and outstanding ordinary shares following the completion of our initial public offering.
  63. [63] Item 1A, Risk Factors — If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
  64. [64] 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.
  65. [65] 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.
  66. [66] 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.
  67. [67] 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.
  68. [68] 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.
  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 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.
  71. [71] 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.
  72. [72] 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.
  73. [73] 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.
  74. [74] Item 1A, Risk Factors — We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.
  75. [75] Item 7, MD&A — Business Combination Agreement
  76. [76] Item 7, MD&A — Business Combination Agreement
  77. [77] Item 1, Business — Introduction
  78. [78] Item 1, Business — Business Strategy
  79. [79] Item 7, MD&A — Liquidity and Capital Resources and Going Concern
  80. [80] Item 1A, Risk Factors — Summary Risk Factors

Analysis on 5/20/2026