If You Invested in Cartesian Growth Corp Iii (CGCT)

Cartesian Growth Corporation III (NASDAQ: CGCT) is a special purpose acquisition company, also known as a blank check company. According to its public disclosures, Cartesian Growth Corporation III ("Cartesian III" or "CGC") was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in a similar business combination with one or more businesses or entities.

Cartesian III is affiliated with Cartesian Capital Group, LLC, which is described as a global private equity firm and registered investment adviser headquartered in New York City, New York. As an emerging growth company under the Jumpstart Our Business Startups Act of 2012, Cartesian III follows the typical SPAC structure, raising capital in a trust and then seeking a suitable target for a business combination that would result in a publicly listed operating company.

Business purpose and structure

The company’s stated business purpose is to identify and complete a business combination with one or more operating businesses. Its securities registered on The Nasdaq Stock Market LLC include:

• Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant (trading under the symbol CGCTU)
• Class A ordinary shares, par value $0.0001 per share (trading under the symbol CGCT)
• Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 (trading under the symbol CGCTW)

As a Cayman Islands exempted company at the time of the referenced filing, Cartesian III holds cash in a trust account and offers public shareholders the right to redeem their Class A ordinary shares for a pro rata portion of the funds in that trust in connection with a proposed business combination, in line with its governing documents.

Business combination with Factorial Inc.

On December 17, 2025, Cartesian III, Fenway MS, Inc. (a Delaware corporation and merger subsidiary), and Factorial Inc. (a Delaware corporation) entered into a Business Combination Agreement. The transaction, referred to as the Business Combination, was unanimously approved by the boards of directors and special committees of independent and disinterested members of each of Cartesian III and Factorial.

The Business Combination Agreement provides that, subject to customary closing conditions and required shareholder and stockholder approvals, Cartesian III will combine with Factorial, a company described in the filing as a leader in solid-state battery technology. Factorial’s solid-state cells are stated to have been validated through real-world testing and collaborations with original equipment manufacturers, including testing in a lightly modified Mercedes-Benz EQS test vehicle and Stellantis-verified cells demonstrating high energy density, fast charging, and performance across temperature extremes. Factorial is also described as expanding into defense, aerospace, and robotics applications.

Planned domestication and post-closing structure

Under the Business Combination Agreement, at least one day prior to closing, Cartesian III is expected to undertake a domestication, transferring by way of continuation from the Cayman Islands to Delaware and becoming a Delaware corporation in accordance with Delaware law and the Cayman Islands Companies Act. In connection with this domestication:

• Each outstanding Class A ordinary share, Class B ordinary share, and preference share of Cartesian III is expected to convert into one share of Series A common stock of the domesticated entity, referred to as New Factorial Series A Common Stock.
• Cartesian III is expected to file a new certificate of incorporation and adopt new bylaws.
• The company’s name is expected to be changed to Factorial Holdings, Inc., with the resulting post-closing entity referred to as New Factorial.

Following the domestication, the merger subsidiary is expected to merge with and into Factorial Inc., with Factorial surviving as a wholly owned subsidiary of New Factorial. At the effective time of the merger, Factorial common stock and certain other Factorial securities are expected to be converted into shares or equity awards tied to New Factorial Series A Common Stock, based on an exchange ratio derived from an implied fully diluted equity value for Factorial. Certain shares held by Factorial founders are expected to convert into New Factorial Series B Common Stock.

Shareholder redemptions and warrants

In line with typical SPAC structures, Cartesian III has agreed to provide holders of its Class A ordinary shares with the right to redeem all or a portion of their shares for cash in connection with the Business Combination. The redemption price is described as equal to the pro rata portion of the funds in the trust account, including interest not previously released to pay taxes, with such redemptions occurring immediately prior to consummation of the domestication.

The Business Combination Agreement and related disclosures also describe efforts by Cartesian III and Factorial to seek support and approval from significant holders of public warrants for an amendment to the warrant agreement, with the goal of converting each public warrant into Class A ordinary shares at a ratio and time to be determined. A separate private warrant exchange agreement is referenced, under which private warrants would convert into Class A shares at the same exchange ratio as the public warrants.

Conditions, governance, and regulatory process

The closing of the Business Combination is subject to a number of conditions, including:

• Expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act.
• Effectiveness of a registration statement on Form S-4 containing a prospectus and proxy statement.
• Receipt of requisite approvals and consents from Cartesian III shareholders and Factorial stockholders.
• Approval for listing of New Factorial Series A Common Stock on Nasdaq.

The Business Combination Agreement includes customary representations, warranties, and covenants regarding the conduct of business prior to closing and the preparation and filing of the registration statement/proxy statement with the U.S. Securities and Exchange Commission. The board of directors of Cartesian III has agreed to adopt a new equity incentive plan and an employee stock purchase plan to be effective in proximity to closing.

In terms of governance, Cartesian III has agreed to take necessary actions so that, immediately after closing, the New Factorial board of directors will initially consist of seven directors divided into three classes, as described in the agreement.

Company status and investor considerations

Based on the available information, Cartesian Growth Corporation III functions as a SPAC whose primary asset is its cash in trust and its contractual arrangements related to the proposed Business Combination with Factorial Inc. The transaction is expected to result in a combined company that lists on Nasdaq under a new name and structure, with Factorial as an operating subsidiary. Completion of the Business Combination remains subject to the conditions outlined in the Business Combination Agreement and applicable regulatory and shareholder processes.

Investors analyzing CGCT may focus on the terms of the Business Combination Agreement, the rights associated with redemptions and warrants, the conditions to closing, and the disclosures regarding Factorial’s business and technology as described in Cartesian III’s filings and related communications.