Cartesian Growth Corp III-A美股招股说明书(2026-05-06版)

On December16, 2025, the board of directors (“CGC Board”) of Cartesian Growth Corporation III, aCayman Islands exempted company (“CGC,” “we,” “us” or “our”), approved the Business CombinationAgreement, dated December17, 2025, by and among CGC, Fenway MS, Inc., a Delaware corporation andwholly-owned subsidiary of CGC (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”)(as amended by the Amendment to Business Combination Agreement, dated as of March 26, 2026, and as itmay be further amended, restated, supplemented, or otherwise modified from time to time, the “BusinessCombination Agreement”), pursuant to which the following will occur: (1)the domestication of CGC as aDelaware corporation, in which CGC will de-register from the Register of Companies in the CaymanIslands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so asto migrate to and domesticate as a Delaware corporation in accordance with CGC’s amended and restatedmemorandum and articles of association (the “CGC Articles”), Section388 of the Delaware GeneralCorporation Law (the “DGCL”) and PartXII of the Cayman Islands Companies Act (As Revised) (the“Cayman Companies Act”) (the “Domestication”); (2)the merger of Merger Sub with and into Factorial, withFactorial surviving the merger as a wholly-owned subsidiary of CGC (the “Merger”), in accordance with theBusiness Combination Agreement and DGCL; and (3)the other transactions contemplated by the BusinessCombination Agreement and documents related thereto (such transactions, together with the Domesticationand the Merger, the “Business Combination”), all as described in more detail in the accompanying proxystatement/prospectus. In connection with the consummation of the Business Combination (the “Closing” andthe date of the Closing, the “Closing Date”), CGC will be renamed Factorial Holdings, Inc. (“PubCo”).References herein to PubCo denote CGC following the Business Combination. A copy of the BusinessCombination Agreement is attached to the accompanying proxy statement/prospectus as Annex A. The Domestication is intended to occur on the date that is one business day prior to the Closing Date.In connection with the Domestication, immediately prior to the Domestication, (1)CGC will effect theredemption of the ClassA ordinary shares of CGC, par value $0.0001 per share (the “CGC ClassA Shares”),initially issued in CGC’s initial public offering (“IPO”) (the “Public Shares” and the holders of PublicShares, the “Public Shareholders”) that are validly submitted for redemption and not withdrawn, and (2)eachholder of issued and outstanding ClassB ordinary share of CGC, par value $0.0001 per share (the “CGCClassB Shares” or the “Founder Shares,” and together with the CGC ClassA Shares, the “CGC OrdinaryShares”), will irrevocably and unconditionally elect to convert, on a one-for-one basis, each CGC ClassBShare held by it into one CGC ClassA Share (the “ClassB Share Conversion”). At the effective time of theDomestication (the “Domestication Effective Time”), each outstanding CGC ClassA Share (excluding PublicShares validly submitted for redemption, but including CGC ClassA Shares issued upon the ClassB ShareConversion) will be reclassified as one share of SeriesA common stock, par value $0.00001 per share, ofPubCo (the “PubCo SeriesA Common Stock”). On the day of the Closing, the Merger will occur. In accordance with the terms and subject to theconditions set forth in the Business Combination Agreement, at the effective time of the Merger (the“Merger Effective Time”), each share of Factorial’s capital stock that is issued and outstanding as ofimmediately prior to the Merger Effective Time (excluding treasury shares, dissenting shares and sharesheld by the Factorial Founders) will automatically be canceled and converted into the right to receive acorresponding number of shares of PubCo SeriesA Common Stock equal to the Consideration Ratio (asdefined below) and each share of Factorial’s capital stock that is issued and outstanding as of immediatelyprior to the Merger Effective Time held by the Factorial Founders will automatically be canceled andconverted into the right to receive a corresponding number of shares of PubCo SeriesB common stock, parvalue $0.00001 per share, of PubCo (the “PubCo SeriesB Common Stock,” and together with the PubCo SeriesACommon Stock, the “PubCo Common Stock”) equal to the Consideration Ratio. All of the shares of PubCoSeriesB Common Stock will be held by the Factorial Founders, both of whom will serve as executiveofficers and directors of PubCo. The rights of the holders of PubCo SeriesA Common Stock and PubCoSeriesB Common Stock will be identical, except with respect to voting and conversion rights. Each share ofPubCo Series B Common Stock will be entitled to ten votes and will be convertible at any time intooneshare of PubCo Series A Common Stock. Each share of PubCo Series B Common Stock will beautomatically converted in