Cartesian Growth Corp III-A美股招股说明书(2025-05-05版)

Cartesian Growth Corporation III 24,000,000Units Cartesian Growth Corporation III is a blank check company incorporated as a Cayman Islands exempted company and formed for thepurpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination.We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantivediscussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in anybusiness or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinary shareand one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ClassA ordinary share at aprice of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants willbe issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30days after thecompletion of our initial business combination, and will expire fiveyears after the completion of our initial business combination orearlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectusto purchase up to an additional 3,600,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against,our initial business combination, all or a portion of their ClassA ordinary shares that are sold as part of the units in this offering, whichwe refer to collectively as our public shares, upon the completion of our initial business combination at a per share price, payable incash, equal to the aggregate amount then on deposit in the trust account described below as of twobusinessdays prior to theconsummation of our 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 publicshares, subject to the limitations and on the conditions described herein.See“Summary — The Offering — Redemption rights forpublic shareholders upon completion of our initial business combination” and “Summary — The Offering — Redemption ofpublic shares and distribution and liquidation if no initial business combination” for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section13 of the Securities Exchange Act of1934, as amended), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold inthis offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares(including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initialbusiness combination.See “Summary — The Offering — Limitation on redemption rights of shareholders holding 15% or more ofthe shares sold in this offering if we hold shareholder vote” for further discussion on certain limitations on redemption rights. Our sponsor, CGC III Sponsor LLC (our “sponsor”), and Cantor Fitzgerald& Co. (“Cantor”), the representative of the underwriters,have committed to purchase an aggregate of 6,800,000private placement warrants, each exercisable to purchase one ClassA ordinaryshare at $11.50 per share, at a price of $1.00 per private placement warrant, or $6,800,000 in the aggregate, in a private placement thatwill close simultaneously with the closing of this offering. Of those 6,800,000 private placement warrants, our sponsor has agreed topurchase 4,400,000private placement warrants and Cantor has agreed to purchase 2,400,000 private placement warrants. Each privateplacement warrant is exercisable to purchase one ClassA ordinary share at $11.50 per share. If the private placement warrants becomeexercisable on a cashless basis, the exercise of such warrants may result in material dilution to our public shareholders. Our initial shareholders, comprising our sponsor and CGC III Sponsor DirectorCo LLC (“DirectorCo”), have purchased an aggregateof 6,900,000 ClassB ordinary shares (the “found