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 26, 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 1.01 |
Entry into a Material Definitive Agreement |
Amendment to Business Combination Agreement
As previously reported on a Current Report on
Form 8-K of Cartesian Growth Corporation III, a Cayman Islands exempted company (“Cartesian III”), filed with the U.S. Securities
and Exchange Commission (the “SEC”) on December 18, 2025 (the “Prior 8-K”), Cartesian III announced that it had
entered into a business combination agreement, dated December 17, 2025 (the “Business Combination Agreement” and, the transactions
described within, the “Business Combination”), with Fenway MS, Inc., a Delaware corporation (“Merger Sub”), and
Factorial Inc., a Delaware corporation (“Factorial”). Capitalized terms used but not expressly defined in this Current Report
on Form 8-K shall have the meanings ascribed to them in the Business Combination Agreement.
On March 26, 2026, Cartesian III, Merger Sub and
Factorial entered into an Amendment to the Business Combination Agreement (the “BCA Amendment”). The BCA Amendment, among
other things, (A) amends the sixth paragraph of the Preamble and inserts a new clause (a) into Section 2.1 of the Business Combination
Agreement to provide that the CGC Shareholder Redemption shall occur at least one day prior to the Domestication, thereby clarifying the
timing and sequencing of the Shareholder Redemption relative to the Domestication; (B) amends certain definitions, including the definition
of “Ancillary Documents” to remove references to the CGC Private Warrant Exchange Agreement, the definition of “Company
Convertible Notes” to mean any convertible note or other equity-linked debt instrument convertible into Equity Securities of the
Company or any of its subsidiaries outstanding as of the Merger Effective Time; (C) amends clause (b)(iii) of Section 5.8 of the Business
Combination Agreement to bifurcate the previously singular “Nasdaq Proposal” into two distinct proposals to be submitted to
Cartesian III’s shareholders for approval: (i) the adoption and approval of the issuance of CGC Shares in connection with the transactions
contemplated by the Business Combination Agreement and (ii) the adoption and approval of the issuance of CGC Shares in connection with
the PIPE Financing, and consequently update the definition of “Nasdaq Proposal” to read “Nasdaq Proposals;” and
(D) amend and restate Sections 5.21 and 5.22 of the Business Combination Agreement to remove the provisions related to the CGC Public
Warrants Exchange and the CGC Private Warrants Exchange.
The foregoing description of the BCA Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the BCA Amendment, a copy of which
is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Amendment to Sponsor Support Agreement
As previously reported on the Prior 8-K, Cartesian
III announced that it had entered into a sponsor support agreement, dated December 17, 2025 (the “Sponsor Support Agreement”),
with CGC III Sponsor LLC, a Cayman Islands exempted limited company (the “Sponsor”), and Factorial.
On March 26, 2026, Sponsor and Factorial entered
into an Amendment to the Sponsor Support Agreement (the “SSA Amendment”). The SSA Amendment (a) deletes the provision in Section
1 of the Sponsor Support Agreement that required the Sponsor, until the closing of the Business Combination or the earlier termination
of the Business Combination Agreement, to cause all of its CGC Private Warrants to be present for quorum purposes at any meeting or written
consent of the Cartesian III warrant holders and to vote or consent such warrants in favor of the Warrant Amendment; and (b) amends and
restates Section 2 of the Sponsor Support Agreement in its entirety to read “[Reserved.],” thereby removing the provisions
relating to the CGC Private Warrant Exchange.
The foregoing description of the SSA Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the SSA Amendment, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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 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 |
| 2.1 | |
Amendment to Business Combination Agreement, dated as of March 26, 2026, by and among Cartesian Growth Corporation III, Fenway MS, Inc., and Factorial Inc. |
| 10.1 | |
Amendment to Sponsor Support Agreement, dated as of March 26, 2026, by and among CGC III Sponsor LLC and Factorial Inc. |
| 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 26, 2026
