Form 8-K

8-K — Cartesian Growth Corp III

Accession: 0001104659-26-035436

Filed: 2026-03-27

Period: 2026-03-26

CIK: 0002049662

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm269874d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm269874d1_ex2-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm269874d1_ex10-1.htm)

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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):

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

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

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

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm269874d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

amendMENT

THE

BUSINESS

COMBINATION AGREEMENT

This AMENDMENT (this

“Amendment”), dated as of March 26, 2026, to the Business Combination Agreement, dated as of December

17, 2025 (the “Business Combination Agreement”), is by and among Cartesian Growth Corporation III, a Cayman Islands

exempted company (“CGC”), Fenway MS, Inc., a Delaware corporation (“Merger Sub”), and Factorial

Inc., a Delaware corporation (the “Company”). Each of CGC, Merger Sub and the Company shall individually be

referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms not otherwise

defined in this Amendment have the meanings given such terms in the Business Combination Agreement.

WHEREAS, Section 8.3

of the Business Combination Agreement provides for the amendment of the Business Combination Agreement in accordance with the terms set

forth therein; and

WHEREAS, the Parties

desire to amend the Business Combination Agreement as set forth below.

NOW, THEREFORE, in consideration

of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby

agree as follows:

ARTICLE I

AMENDMENTS TO THE

BUSINESS COMBINATION AGREEMENT

1.   The sixth

paragraph of the Preamble to the Business Combination Agreement is hereby amended and restated in its entirety to read as

follows:

“WHEREAS, at least

one day prior to the Domestication, the CGC Shareholder Redemption shall occur.”

2.   The eleventh

paragraph of the Preamble to the Business Combination Agreement is hereby amended and restated in its entirety to read as

follows:

“WHEREAS, at the

Closing, CGC, certain CGC Shareholders, Cantor Fitzgerald & Co. (“Cantor”), and certain stockholders of

the Company will enter into an Amended and Restated Registration Rights Agreement, substantially in the form attached hereto as Exhibit

C (the “Registration Rights Agreement”), pursuant to which, among other things, the parties will be

granted certain registration rights with respect to their respective CGC Shares, in each case, on the terms and subject to the conditions

therein;”

3.   The definition

of “Ancillary Documents” set forth in Section 1.1 of the Business Combination Agreement is hereby amended and restated

in its entirety to read as follows:

““Ancillary

Documents” means the (a) Registration Rights Agreement, (b) Sponsor Support Agreement, (c) Investor Stock Purchase Agreements,

(d) Stockholder Support Agreements, and (e) each other agreement, document, instrument and/or certificate contemplated by this Agreement

executed or to be executed in connection with the transactions contemplated hereby.”

4.   The definition

of “Company Convertible Notes” set forth in Section 1.1 of the Business Combination Agreement is hereby amended and

restated in its entirety to read as follows:

““Company

Convertible Notes” means 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.”

5.   The definition

of “Required Transaction Proposals” set forth in Section 1.1 of the Business Combination Agreement is hereby amended and

restated in its entirety to read as follows:

““Required

Transaction Proposals” means, collectively, the Business Combination Proposal, the Domestication Proposal, the Nasdaq Proposals,

the Equity Incentive Plan Proposal and the Required Governing Document Proposals.”

6.   The definition

of “Nasdaq Proposal” set forth in Section 1.1 of the Business Combination Agreement is hereby amended and restated in

its entirety to read as follows:

““Nasdaq

Proposals” has the meaning set forth in Section 5.8.”

7.   The following

clause (a) is hereby inserted into Section 2.1 of the Business Combination Agreement, directly following the preamble to such

Section, and existing clauses (a) and (b) are hereby re-designated clauses (b) and (c) accordingly:

“(a) Pre-Domestication

Actions. Upon the terms and subject to the conditions set forth in this Agreement, at least one day prior to the Domestication the

CGC Shareholder Redemption shall occur upon the delivery of instructions by CGC to the Transfer Agent to effectuate the Shareholder Redemption,

at which time CGC’s obligation to complete the Shareholder Redemption shall become irrevocable.”

8.   Clause (b)(iii)

of Section 5.8 of the Business Combination is hereby amended and restated in its entirety to read as follows:

“the adoption and

approval of the issuance of the CGC Shares in connection with the transactions contemplated by this Agreement (the “BCA Stock

Issuance Proposal”) and the PIPE Financing (the “PIPE Stock Issuance Proposal”) as required by

Nasdaq listing requirements (each such proposal, a “Nasdaq Proposal” and, collectively, the “Nasdaq

Proposals”);”

9.   Section 5.21 of

the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:

“[Reserved.]”

10.   Section 5.22 of

the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:

“[Reserved.]”

ARTICLE II

MISCELLANEOUS

No Further Amendment. Except as expressly amended hereby, the Business Combination Agreement is in all respects ratified and confirmed

and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written

and shall not be deemed to be an amendment to any other term or condition of the Business Combination Agreement or any of the documents

referred to therein.

Effect of Amendment. This Amendment shall form a part of the Business Combination Agreement for all purposes, and each party thereto

and hereto shall be bound hereby. From and after the execution of this Amendment by the Parties, any reference to the Business Combination

Agreement shall be deemed a reference to the Business Combination Agreement as amended hereby.

Governing Law. This Amendment shall be governed by, and construed in accordance with, the Laws of the State of New York applicable

to contracts executed in and to be performed in that State. Any Action arising out of or relating to this Amendment shall, to the fullest

extent permitted by applicable Law, be heard and determined exclusively in any New York State court or Federal court of the United States

of America sitting in New York City in the Borough of Manhattan.

Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any rule

of law, or public policy, all other conditions and provisions of this Amendment shall nevertheless remain in full force and effect so

long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any

Party.

Counterparts. This Amendment may be executed and delivered (including by facsimile or portable document format (pdf) transmission)

in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be

an original but all of which taken together shall constitute one and the same agreement.

[Signature Page Follows.]

WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers

thereunto duly authorized.

CARTESIAN GROWTH CORPORATION III

By:

/s/ Peter Yu

Name:

Peter Yu

Title:

Chairman & Chief Executive Officer

FENWAY MS, INC.

By:

/s/ Peter Yu

Name:

Peter Yu

Title:

Director and President

FACTORIAL INC.

By:

/s/ Siyu Huang

Name:

Siyu Huang

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm269874d1_ex10-1.htm · Sequence: 3

Exhibit 10.1

amendMENT

THE

SPONSOR

SUPPORT AGREEMENT

This AMENDMENT (this

“Amendment”), dated as of March 26, 2026, to the Sponsor Support Agreement, dated as of December 17, 2025

(the “Sponsor Support Agreement”), is by and between CGC III Sponsor LLC, a Cayman Islands limited liability company

(“Sponsor”) and Factorial Inc., a Delaware corporation (the “Company”). Each of Sponsor and

the Company shall individually be referred to herein as a “Party” and, collectively, the “Parties”.

Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Sponsor Support Agreement.

WHEREAS, the Parties

desire to amend the Sponsor Support Agreement as set forth below.

NOW, THEREFORE, in consideration

of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby

agree as follows:

ARTICLE I

AMENDMENTS TO THE

SPONSOR SUPPORT AGREEMENT

1. The final

sentence of Section 1 of the Sponsor Support Agreement is hereby deleted.

2. Section 2 of the

Sponsor Support Agreement is hereby amended and restated in its entirety to read as follows:

“[Reserved.]”

ARTICLE II

MISCELLANEOUS

1. No

Further Amendment. Except as expressly amended hereby, the Sponsor Support Agreement is in all respects ratified and confirmed and

all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written

and shall not be deemed to be an amendment to any other term or condition of the Sponsor Support Agreement or any of the documents referred

to therein.

2. Effect

of Amendment. This Amendment shall form a part of the Sponsor Support Agreement for all purposes, and each party thereto and hereto

shall be bound hereby. From and after the execution of this Amendment by the Parties, any reference to the Sponsor Support Agreement

shall be deemed a reference to the Sponsor Support Agreement as amended hereby.

3. Governing

Law. This Amendment shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts

executed in and to be performed in that State. Any Action arising out of or relating to this Amendment shall, to the fullest extent permitted

by applicable Law, be heard and determined exclusively in any New York State court or Federal court of the United States of America sitting

in New York City in the Borough of Manhattan.

4. Severability.

If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any rule of law, or public policy,

all other conditions and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal

substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.

5. Counterparts.

This Amendment may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts,

and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which

taken together shall constitute one and the same agreement.

[Signature Page Follows.]

WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers

thereunto duly authorized.

CGC III SPONSOR LLC

By:

/s/ Peter Yu

Name:

Peter Yu

Title:

President

FACTORIAL INC.

By:

/s/ Siyu Huang

Name:

Siyu Huang

Title:

Chief Executive Officer

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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