Welcome to our dedicated page for Cartesian Growth Iii SEC filings (Ticker: CGCT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cartesian Growth Corporation III (NASDAQ: CGCT) files reports and transaction documents with the U.S. Securities and Exchange Commission that detail its activities as a special purpose acquisition company and its proposed Business Combination with Factorial Inc. Through this SEC filings page, readers can review current reports on Form 8-K, registration statements, and proxy materials that describe the structure, terms, and conditions of the transaction.
In a Form 8-K dated December 17, 2025, Cartesian III reported entry into a Business Combination Agreement with Factorial and a merger subsidiary. That filing outlines the planned domestication from the Cayman Islands to Delaware, the conversion of existing Cartesian III shares into New Factorial Series A Common Stock, the renaming of the post-closing entity to Factorial Holdings, Inc., and the subsequent merger in which Factorial becomes a wholly owned subsidiary. It also summarizes shareholder redemption rights, warrant treatment, governance arrangements, and key closing conditions, including Hart-Scott-Rodino clearance and Nasdaq listing approval.
On this page, users can access such 8-Ks along with other periodic and transactional filings to understand how CGCT’s units, Class A ordinary shares, and warrants are treated in the proposed combination. Filings also describe Cartesian III’s status as an emerging growth company and its affiliation with Cartesian Capital Group, LLC.
Stock Titan enhances access to these documents by pairing real-time updates from the SEC’s EDGAR system with AI-powered summaries that highlight the main points of lengthy agreements and disclosures. This helps readers quickly identify sections dealing with shareholder redemptions, exchange ratios, governance terms, and other elements that are central to evaluating Cartesian III’s Business Combination with Factorial.
Cartesian Growth Corp III entities reported significant open-market purchases of shares and warrants. Pangaea Three-B, LP bought 200,000 Class A ordinary shares on April 15 and April 16 at about $10.32 per share, increasing its indirect Class A holdings to 1,471,000 shares. Pangaea also purchased 215,585 warrants over April 15–17 at prices from $0.76 to $0.90 per warrant, bringing its warrant position to 324,120 warrants exercisable at $11.50 for Class A shares. Separately, the sponsor holds 6,800,000 Class B ordinary shares and 4,400,000 private placement warrants that are convertible into Class A shares as described, with Peter Yu and Pangaea noted as controlling entities while disclaiming beneficial ownership beyond their pecuniary interests.
Cartesian Growth Corporation III (CGC) filed an amended Form S-4 registering the proposed business combination to domesticate CGC to Delaware and merge Factorial Inc. into CGC, after which CGC will be renamed Factorial Holdings, Inc.. The transaction contemplates an Equity Value of $1,100,000,000 and an estimated Aggregate Merger Consideration of 106,796,117 shares, with an Estimated Consideration Ratio of approximately 3.73 PubCo shares per Factorial share (based on provided fully‑diluted counts). The deal contemplates up to 143,912,243 PubCo Series A shares, up to 16,200,000 warrants and includes a $100.0M PIPE (9,927,184 shares at ~$10.08 average). The merger, domestication, related charter/bylaw changes, incentive plans and PIPE issuance are conditioned on SEC effectiveness, Nasdaq listing approval and shareholder approvals.
Cartesian Growth Corp III insider entities associated with Chairman and CEO Peter Yu reported net open-market purchases of both common shares and warrants. An affiliated fund, Pangaea Three‑B, LP, bought 108,535 warrants at $0.69 per warrant, each linked to one Class A ordinary share at a $11.50 exercise price. Pangaea also purchased a total of 300,000 Class A ordinary shares over three days at prices around $10.30 per share, bringing direct Class A holdings reported in this filing to 1,271,000 shares. Sponsor-related vehicles also hold 6,900,000 Class B ordinary shares that automatically convert into Class A shares in connection with an initial business combination, and 4,400,000 private placement warrants. The footnotes state that entities controlled by Mr. Yu may be deemed to share voting and dispositive power over these securities, while he disclaims beneficial ownership beyond his pecuniary interest.
Cartesian Growth Corp III saw significant insider buying in its Class A shares. On April 1, 2026, an entity associated with Chairman and CEO Peter Yu purchased 671,000 Class A ordinary shares at $10.299 per share. On March 31, 2026, a related open-market purchase added 300,000 Class A ordinary shares at $10.277 per share, bringing total recent purchases to 971,000 shares.
The Class A shares are held by Pangaea Three-B, LP, which is controlled by Peter Yu; both Pangaea and Yu disclaim beneficial ownership except for their pecuniary interests. Sponsor-related entities also hold 6,800,000 Class B ordinary shares directly and 100,000 Class B ordinary shares indirectly, which automatically convert into Class A shares on a one-for-one basis at no cost in connection with the initial business combination.
Factorial Inc. and Cartesian Growth Corporation III have filed a Form S-4 registration statement in connection with their proposed business combination under a Business Combination Agreement dated December 17, 2025. The S-4 will include a preliminary and definitive proxy statement/prospectus to be distributed to Cartesian III shareholders for voting.
The companies note forward-looking statements and urge shareholders to read the proxy statement/prospectus when available; definitive materials and related documents will be mailed after the registration statement is declared effective and a record date is set.
Cartesian Growth Corporation III amended its Business Combination Agreement and Sponsor Support Agreement with Factorial Inc. and related parties on March 26, 2026. The Business Combination Agreement amendment clarifies sequencing by requiring the CGC shareholder redemption to occur at least one day prior to domestication, revises several definitions, splits the previously singular Nasdaq Proposal into two separate shareholder proposals (one for issuance of CGC Shares in connection with the Business Combination and one for issuance in connection with the PIPE Financing), and removes provisions related to the CGC public and private warrant exchanges. The Sponsor Support Agreement amendment removes Sponsor obligations and provisions related to the CGC Private Warrant Exchange and deletes certain voting/quorum requirements. The parties state they will file a Form S-4 and distribute a proxy/prospectus for shareholder consideration in connection with the proposed business combination.
Cartesian Growth Corporation III files a Form S-4 to register securities in connection with a proposed business combination with Factorial Inc. The proxy statement/prospectus registers up to 143,912,243 shares of common stock, up to 16,200,000 warrants, and up to 16,200,000 shares underlying those warrants, in connection with a domestication to Delaware, a merger that will create Factorial Holdings, Inc., and related transactions, including a $1,100,000,000 Equity Value exchange and a $100,000,000 PIPE (9,927,184 PIPE shares at an average $10.08 subscription price under specified assumptions). The transactions are conditioned on customary items including stockholder approvals, SEC effectiveness and Nasdaq listing, and are to occur "as soon as practicable after this registration statement becomes effective and all other conditions ... have been satisfied or waived."
Cartesian Growth Corporation III amends its Business Combination Agreement and Sponsor Support Agreement related to the pending business combination with Factorial Inc.
The amendments clarify sequencing by providing that the CGC Shareholder Redemption will occur at least one day prior to the Domestication, revise certain definitions (including Ancillary Documents and Company Convertible Notes), split the single Nasdaq Proposal into two separate Nasdaq Proposals for shareholder votes, and remove provisions related to the CGC Public and Private Warrants exchanges. The Sponsor Support Agreement was amended to delete provisions requiring Sponsor-held private warrants to vote for a warrant exchange and to remove the CGC Private Warrant Exchange provisions.
Cartesian Growth Corporation III updated the terms of its planned merger with Factorial Inc. by signing amendments to the Business Combination Agreement and the Sponsor Support Agreement. These changes mainly refine mechanics around shareholder redemptions, Nasdaq shareholder approvals, and treatment of public and private warrants.
The Business Combination Agreement amendment clarifies that CGC shareholder redemptions will occur at least one day before the planned domestication, revises several definitions, splits the single Nasdaq shareholder approval into two separate proposals, and removes provisions for public and private warrant exchanges. The Sponsor Support Agreement amendment removes the sponsor’s prior obligations related to voting its private warrants and deletes provisions concerning a private warrant exchange.
Cartesian Growth Corporation III furnished an updated investor presentation in connection with the proposed business combination with Factorial Inc. The filing references the Business Combination Agreement dated December 17, 2025 and attaches Exhibit 99.1 (investor presentation dated March 24, 2026).
The companies state they intend to file a registration statement on Form S-4 containing a definitive proxy statement/prospectus for Cartesian III shareholders and Factorial stockholders. The filing includes customary forward-looking statement language and explains where shareholders can obtain copies of transaction materials once filed.