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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):
June 20, 2025
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.) |
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505
Fifth Avenue, 15th Floor
New York, New York
(Address of principal executive offices) |
10017
(Zip Code) |
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(212)
461-6363
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report) |
|
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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:
| ¨ | 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 8.01. Other Events.
On June 20, 2025, Cartesian
Growth Corporation III (the “Company”) issued a press release, a copy of which is filed as Exhibit 99.1 to this Current Report
on Form 8-K (this “Report”), announcing that, commencing on or about Tuesday, June 24, 2025, holders of the units sold in
the Company’s initial public offering may elect to separately trade the Class A ordinary shares and warrants included in the units.
The Class A ordinary shares and warrants that are separated are expected to trade on the Nasdaq Global Market (“Nasdaq”) under
the symbols “CGCT” and “CGCTW”, respectively. Any units not separated will continue to trade on Nasdaq under the
symbol “CGCTU”. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Each
holder of units will need to have its broker contact Continental Stock Transfer & Trust Company, the Company’s transfer agent,
in order to separate the units into Class A ordinary shares and warrants.
Forward-Looking Statements
This Report includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,”
“intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,”
“seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the unit
separation and the trading of the Company’s securities on Nasdaq. These statements are based on current expectations on the date
of this Report and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those
risks set forth in the final prospectus for the Company’s initial public offering and other documents filed by the Company with
the Securities and Exchange Commission (the “SEC”). Copies of such filings are available on the SEC’s website at www.sec.gov.
The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated June 20, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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Cartesian Growth Corporation III |
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By: |
/s/ Peter Yu |
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Name: Peter Yu |
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Title: Chief Executive Officer |
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Date: June 20, 2025
