STOCK TITAN

Pangaea and sponsor tied to CGCT (NASDAQ: CGCT) add shares, hold major warrants

Filing Impact
(Neutral)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Cartesian Growth Corp III reported insider activity involving entities associated with Chairman and CEO Peter Yu. Pangaea Three-B, LP, which is controlled by Mr. Yu, made an open-market purchase of 6,089 Class A ordinary shares at $10.377 per share, bringing its directly held Class A position to 1,468,894 shares. Earlier in the month, Pangaea made a bona fide gift of 8,195 Class A ordinary shares. The filing also shows significant existing positions: warrants exercisable at $11.50 to acquire 4,400,000 Class A shares held by the sponsor and 324,120 warrants held by Pangaea, plus 6,800,000 Class B ordinary shares held by the sponsor and 100,000 Class B shares held indirectly that are convertible into Class A shares in connection with the company’s initial business combination.

Positive

  • None.

Negative

  • None.
Insider CGC III Sponsor LLC, Yu Peter, Pangaea Three-B, LP
Role null | Chairman and CEO | null
Bought 6,089 shs ($63K)
Type Security Shares Price Value
Purchase Class A ordinary shares 6,089 $10.377 $63K
Gift Class A ordinary shares 8,195 $0.00 --
holding Class B ordinary shares -- -- --
holding Class B ordinary shares -- -- --
holding Warrants -- -- --
holding Warrants -- -- --
Holdings After Transaction: Class A ordinary shares — 1,468,894 shares (Indirect, See footnote); Class B ordinary shares — 6,800,000 shares (Direct, null); Class B ordinary shares — 100,000 shares (Indirect, See footnote); Warrants — 4,400,000 shares (Direct, null); Warrants — 324,120 shares (Indirect, See footnote)
Footnotes (1)
  1. Represents Class A ordinary shares of Cartesian Growth Corporation III (the "Issuer") held directly by Pangaea Three-B, LP ("Pangaea"). Pangaea is controlled by Peter Yu. Consequently, Mr. Yu may be deemed to share voting and dispositive control over the securities held by Pangaea, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. The Class B ordinary shares of the Issuer have no expiration date and will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as described in the Registration Statement on Form S-1 (File No. 333-284565) (the "Registration Statement") related to the Issuer's initial public offering (the "IPO"). Represents 6,800,000 Class B ordinary shares held directly by the Sponsor and 100,000 Class B ordinary shares held directly by CGC III Sponsor DirectorCo LLC ("DirectorCo") (of which 90,000 shares are held by DirectorCo for the benefit of the Issuer's independent directors). The Sponsor is the sole managing member of DirectorCo. Pangaea is the sole member of the Sponsor and is controlled by Peter Yu. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such securities. Each of Pangaea and Mr. Yu disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. Each warrant becomes exercisable on the later of one year after the closing of the Issuer's initial public offering or 30 days after the completion of an initial business combination, as described in the Issuer's prospectus filed with the SEC. The warrants expire five years after the completion of an initial business combination, or earlier upon redemption or liquidation, as described in the Issuer's prospectus filed with the SEC. Represents 4,400,000 private placement warrants held directly by the Sponsor. Pangaea is the sole member of the Sponsor and is controlled by Peter Yu. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor, and thus to share beneficial ownership of such securities. Each of Pangaea and Mr. Yu disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. Represents 324,120 warrants held directly by Pangaea. Pangaea is controlled by Peter Yu. Consequently, Mr. Yu may be deemed to share voting and dispositive control over the securities held by Pangaea, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Open-market purchase 6,089 Class A shares Bought at $10.377 per share on May 21, 2026
Purchase price $10.377 per share Class A ordinary shares open-market transaction
Class A holdings 1,468,894 shares Class A ordinary shares held indirectly after purchase
Gifted Class A shares 8,195 shares Bona fide gift of Class A ordinary shares at $0.00
Sponsor warrants 4,400,000 warrants Private placement warrants exercisable at $11.50 for Class A
Pangaea warrants 324,120 warrants Warrants exercisable at $11.50 for Class A
Sponsor Class B shares 6,800,000 shares Class B ordinary shares convertible into Class A
DirectorCo Class B shares 100,000 shares Class B ordinary shares held by CGC III Sponsor DirectorCo LLC
bona fide gift financial
"transaction_code_description": "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
private placement warrants financial
"Represents 4,400,000 private placement warrants held directly by the Sponsor."
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
Class B ordinary shares financial
"Represents 6,800,000 Class B ordinary shares held directly by the Sponsor"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
beneficial ownership financial
"thus to share beneficial ownership of such securities."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
initial business combination financial
"completion of an initial business combination, as described in the Issuer's prospectus"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
CGC III Sponsor LLC

(Last)(First)(Middle)
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NEW YORK 10017

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Cartesian Growth Corp III [ CGCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A ordinary shares05/01/2026G8,195D$01,462,805ISee footnote(1)
Class A ordinary shares05/21/2026PV6,089A$10.3771,468,894ISee footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B ordinary shares(2) (2) (2)Class A ordinary shares6,800,0006,800,000D(3)
Class B ordinary shares(2) (2) (2)Class A ordinary shares100,000100,000ISee footnote(3)
Warrants$11.5 (4) (4)Class A ordinary shares4,400,0004,400,000D(5)
Warrants$11.5 (4) (4)Class A ordinary shares324,120324,120ISee footnote(6)
1. Name and Address of Reporting Person*
CGC III Sponsor LLC

(Last)(First)(Middle)
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NEW YORK 10017

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Yu Peter

(Last)(First)(Middle)
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NEW YORK 10017

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
1. Name and Address of Reporting Person*
Pangaea Three-B, LP

(Last)(First)(Middle)
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NEW YORK 10017

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Represents Class A ordinary shares of Cartesian Growth Corporation III (the "Issuer") held directly by Pangaea Three-B, LP ("Pangaea"). Pangaea is controlled by Peter Yu. Consequently, Mr. Yu may be deemed to share voting and dispositive control over the securities held by Pangaea, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.
2. The Class B ordinary shares of the Issuer have no expiration date and will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as described in the Registration Statement on Form S-1 (File No. 333-284565) (the "Registration Statement") related to the Issuer's initial public offering (the "IPO").
3. Represents 6,800,000 Class B ordinary shares held directly by the Sponsor and 100,000 Class B ordinary shares held directly by CGC III Sponsor DirectorCo LLC ("DirectorCo") (of which 90,000 shares are held by DirectorCo for the benefit of the Issuer's independent directors). The Sponsor is the sole managing member of DirectorCo. Pangaea is the sole member of the Sponsor and is controlled by Peter Yu. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such securities. Each of Pangaea and Mr. Yu disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.
4. Each warrant becomes exercisable on the later of one year after the closing of the Issuer's initial public offering or 30 days after the completion of an initial business combination, as described in the Issuer's prospectus filed with the SEC. The warrants expire five years after the completion of an initial business combination, or earlier upon redemption or liquidation, as described in the Issuer's prospectus filed with the SEC.
5. Represents 4,400,000 private placement warrants held directly by the Sponsor. Pangaea is the sole member of the Sponsor and is controlled by Peter Yu. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor, and thus to share beneficial ownership of such securities. Each of Pangaea and Mr. Yu disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.
6. Represents 324,120 warrants held directly by Pangaea. Pangaea is controlled by Peter Yu. Consequently, Mr. Yu may be deemed to share voting and dispositive control over the securities held by Pangaea, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
/s/ Thomas Martin, Attorney-in-Fact05/22/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider share purchase was reported for Cartesian Growth Corp III (CGCT)?

An entity associated with Cartesian Growth Corp III’s chairman bought 6,089 Class A ordinary shares at $10.377 per share. The shares were acquired in an open-market purchase by Pangaea Three-B, LP, increasing its directly held Class A position to 1,468,894 shares.

Who actually holds the purchased CGCT Class A shares reported in this Form 4?

The purchased Class A shares are held directly by Pangaea Three-B, LP. Pangaea is controlled by Peter Yu, who may be deemed to share voting and dispositive control but disclaims beneficial ownership beyond his pecuniary interest in the securities.

What gift transaction involving CGCT shares was disclosed in this Form 4?

The filing reports a bona fide gift of 8,195 Class A ordinary shares with a price of $0.00 per share. This gift was made from an indirect holding attributed to Pangaea Three-B, LP, and reduced that indirect Class A position to 1,462,805 shares after the transfer.

When will CGCT Class B ordinary shares convert into Class A ordinary shares?

The Class B ordinary shares have no expiration date and automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of Cartesian Growth Corp III’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.