Cartesian Growth Corp III-A 2025年度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ The aggregate market value of the voting stock held by non-affiliates of the Registrant on June 30, 2025, based upon the closing price of $10.06 of the Registrant’scommon stock as reported on the Nasdaq Capital Market, was approximately $277,656,000. Common stock held by each officer and director and by each person knownto the registrant who owned 10% or more of the outstanding voting and non-voting common stock have been excluded in that such persons may be deemed to beaffiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 18, 2026, there were 27,600,000 Class A ordinary shares, par value $0.0001 per share, and 6,900,000 Class B ordinary shares, par value $0.0001 per share, TABLE OF CONTENTS PART I Item 1.Business5Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments55Item 1C.Cybersecurity55Item 2.Properties55Item 3.Legal Proceedings55Item 4.Mine Safety Disclosures55 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities56Item 6.[Reserved]56Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations57Item 7A.Quantitative and Qualitative Disclosures About Market Risk60Item 8.Financial Statements and Supplementary Data60Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure61Item 9A.Controls and Procedures61Item 9B.Other Information61Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections61 PART III Item 10.Directors, Executive Officers and Corporate Governance62Item 11.Executive Compensation66Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters66Item 13.Certain Relationships and Related Transactions, and Director Independence68Item 14.Principal Accountant Fees and Services70 PART IV Item 15.Exhibits and Financial Statement Schedules71Item 16.Form 10-K Summary72SIGNATURES73 CERTAIN TERMS Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”) or unless the context otherwiserequires references to: ●“we,” “us,” “company” or “our company” means Cartesian Growth Corporation III, a Cayman Islandsexempted company;●“Class A ordinary shares” means the Class A ordinary shares, par value $0.0001 per share, of the company;●“Class B ordinary shares” means the Class B ordinary shares, par value $0.0001 per share, of the company;●“Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as the same may beamended from time to time;●“DirectorCo” means CGC III Sponsor DirectorCo LLC, a Cayman Islands limited liability company;●“equity-linkedsecurities”means any debt or equity securities that are convertible,exercisable orexchangeable for Class A ordinary shares issued in a financing transaction in connection with our initialbusiness combination, including but not limited to a private placement of equity or debt;●“founder shares” means the Cl