Cartesian Growth Corp III 8-K

What Happened

• Cartesian Growth Corp III (CGCT) held a special meeting of shareholders on May 27, 2026 and announced shareholder approval of the proposed business combination with Factorial Inc., the Domestication to Delaware, and related governance and financing proposals described in the Company’s May 6, 2026 proxy statement. A quorum was present with holders of 23,238,775 Ordinary Shares (67.359% of voting power as of the May 1, 2026 record date).
• All principal proposals required for the transaction were approved, seven directors were elected to the post‑combination (PubCo) board, and a press release with the results was filed as Exhibit 99.1.

Key Details

• Special Meeting date: May 27, 2026; Record Date: May 1, 2026; Outstanding Ordinary Shares as of Record Date: 34,500,000.
• Business Combination vote: For 20,948,365; Against 2,287,265; Abstentions 3,145. Domestication vote: For 20,948,475; Against 2,287,265; Abstentions 3,035.
• Share redemptions: Holders of 23,051,313 Class A ordinary shares elected to redeem, resulting in $239,964,168.33 (≈ $10.41 per share) to be removed from the trust account.
• PIPE investor purchases: The Institutional Investor and Sponsor Investor satisfied 2,000,000 and 1,470,764 share purchase obligations, respectively, via open‑market purchases under their Stock Purchase Agreements.
• Other approvals: BCA and PIPE stock issuance proposals, new certificate of incorporation and bylaws, PubCo Incentive Plan and ESPP, and six non‑binding advisory organizational proposals were approved. Seven directors elected to the PubCo board: Siyu Huang; Alex Yu; Joseph M. Taylor; Uwe Keller; Liad Meidar; Dieter Zetsche; Jon Nelson.

Why It Matters

• The shareholder approvals clear key legal, governance and financing steps required to complete the business combination and domestic restructuring, moving the deal toward closing.
• The large redemptions (resulting in ~ $240M leaving the trust) reduce the amount of cash that will remain in the trust at closing, which investors should consider when assessing the combined company's pro forma cash position and runway.
• Approved organizational documents, incentive plan and ESPP set the governance and employee compensation framework for the post‑combination public company. The disclosed PIPE purchases reflect progress toward completing committed financing.