Filed by Factorial Inc.
Pursuant
to Rule 425
under
the Securities Act of 1933, as amended
and deemed
filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934, as amended
Subject
Company: Cartesian Growth Corporation III
(Commission
File No. 001-42629)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
March 24, 2026
Cartesian
Growth Corporation III
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction
of incorporation) |
001-42629
(Commission File Number) |
N/A
(I.R.S. Employer
Identification No.) |
| |
|
|
|
505
Fifth Avenue, 15th Floor
New York, New York
(Address of principal executive offices) |
10017
(Zip Code) |
| |
|
| |
(212)
461-6363
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report) |
|
| |
|
|
|
|
|
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on
which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
CGCTU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CGCT |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CGCTW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 |
Regulation FD Disclosure |
As previously disclosed, on December 17, 2025, Cartesian Growth Corporation
III, a Cayman Islands exempted company (“Cartesian III”), Fenway MS, Inc., a Delaware corporation (“Merger
Sub”), and Factorial Inc., a Delaware corporation (“Factorial”), entered into a Business Combination
Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”
and the transactions contemplated thereby, the “Business Combination) and furnished a presentation to be used by Cartesian
III and Factorial in presentations for potential investors and other persons regarding the Business Combination. Cartesian III is furnishing
an updated form of investor presentation that is attached as Exhibit 99.1 and incorporated by reference herein. Cartesian III and
Factorial may use such presentation in meetings with potential investors and other persons regarding the Business Combination.
The information in this Item 7.01, including Exhibit 99.1, is furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into
the filings of Cartesian III under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including
Exhibit 99.1.
The disclosure set forth above in Item 7.01 of this Current Report
on Form 8-K is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements.
Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements may include, but are not limited to, statements regarding future events or the future financial or operating performance of
Factorial or Cartesian III. For example, projections of Factorial’s future financial performance, manufacturing capabilities and
operations, Factorial’s business plans, and other projections concerning key performance metrics or milestones are forward-looking
statements. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to
differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements should not be relied
upon as representing Cartesian III’s and Factorial’s assessments as of any date subsequent to the date of this Current Report
on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither Cartesian III, Factorial
nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.
Additional Information about the Business Combination and Where
to Find It
This communication relates to the proposed business combination between
Factorial and Cartesian III (“Business Combination”) pursuant to that certain Business Combination Agreement, dated as of
December 17, 2025, by and among Cartesian III, Fenway MS, Inc., a Delaware corporation, and Factorial. The proposed Business
Combination will be submitted to shareholders of Cartesian III for their consideration. Cartesian III and Factorial intend to file a registration
statement on Form S-4 with the Securities and Exchange Commission (“SEC”), which will include a definitive proxy statement
to be distributed to Cartesian III’s shareholders in connection with Cartesian III’s solicitations of proxies from its shareholders
with respect to the proposed business combination and other matters to be described in the Form S-4, as well as the prospectus relating
to the offer of the securities to be issued to the stockholders of Factorial in connection with the completion of the proposed Business
Combination. After that registration statement has been filed and declared effective, Cartesian III will mail a definitive proxy statement/prospectus
and other relevant documents relating to the proposed Business Combination and other matters to be described in the registration statement
to Factorial stockholders and Cartesian III shareholders as of a record date to be established for voting on the proposed Business Combination.
Before making any voting or investment decision, Cartesian III shareholders, Factorial stockholders, and other interested persons are
urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by Cartesian III
in connection with the proposed Business Combination and other matters to be described in those documents when they become available,
because they will contain important information about Cartesian III, Factorial and the proposed Business Combination. Shareholders will
also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other
documents filed by Cartesian III with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by
directing a written request to Cartesian Growth Corporation III, 505 Fifth Avenue, 15th Floor, New York, New York 10017.
Participants in the Solicitation
Cartesian III, Factorial, and their respective directors and executive
officers may be deemed to be participants in the solicitations of proxies from Cartesian III’s shareholders with respect to the
proposed Business Combination and the other matters set forth in the proxy statement/prospectus. Information regarding Cartesian III’s
directors and executive officers, and a description of their interests in Cartesian III is contained in Cartesian III’s final prospectus
for its initial public offering filed with the SEC on May 5, 2025, which is available free of charge at the SEC’s website located
at www.sec.gov, or by directing a request to Cartesian Growth Corporation III, 505 Fifth Avenue, 15th Floor, New York, New York 10017.
Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect
interests, will be contained in the proxy statement/prospectus relating to the proposed Business Combination when it becomes available.
Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
This communication is not a substitute for the registration statement
filed by Cartesian III or for any other document that Cartesian III and Factorial may file with the SEC in connection with the proposed
Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other
documents filed with the SEC by Cartesian III, without charge, at the SEC’s website located at www.sec.gov.
No Offer or Solicitation
This communication shall not constitute an offer to sell, or the solicitation
of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or
approval in any jurisdiction in connection with the proposed Business Combination or any related transactions, nor shall there be any
sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This communication is not,
and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein
in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Investor Presentation, dated March 24, 2026. |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cartesian Growth Corporation III |
|
| |
|
|
| By: |
/s/ Peter Yu |
|
| |
Name: Peter Yu |
|
| |
Title: Chief Executive Officer |
|
Date: March 24, 2026
