Cartesian Growth Corp III 8-K

What Happened Cartesian Growth Corp III (Cartesian III) filed an 8-K reporting amendments to its Business Combination Agreement and its Sponsor Support Agreement with Factorial Inc. on March 26, 2026. The Business Combination Agreement amendment clarifies transaction timing and updates several definitions and approval mechanics for the proposed merger (the “Business Combination”) involving Fenway MS, Inc. (Merger Sub) and Factorial. The Sponsor Support Agreement amendment removes sponsor obligations tied to a previously contemplated private-warrant exchange.

Key Details

• Date: amendments executed March 26, 2026.
• Timing clarified: the CGC Shareholder Redemption will occur at least one day prior to the Domestication (sequencing of redemption vs. domestication).
• Governance/approvals: the single “Nasdaq Proposal” was split into two separate proposals—(i) approval of CGC share issuance for the Business Combination and (ii) approval of CGC share issuance for the PIPE financing.
• Warrants/exchanges removed: amendments delete provisions related to both the CGC Public Warrants Exchange and the CGC Private Warrants Exchange; the Sponsor’s prior obligation to present and vote its CGC Private Warrants in favor of a warrant amendment was removed.

Why It Matters These contract changes affect the structure and mechanics of the proposed merger—clarifying when shareholder redemptions occur, separating shareholder votes on share issuance tied to the merger versus the PIPE, and removing previously planned warrant-exchange mechanics. For investors, that means the final share count, voting outcomes and warrant holder treatment could differ from earlier disclosures. Cartesian III and Factorial intend to file a Form S-4/proxy statement with full details; shareholders and potential investors should review those documents when available before making voting or investment decisions.