Cartesian Growth Corp III — fact timeline

Cartesian Growth Corp III: CGC ceased to be a shell company upon closing of the Business Combination.

“Upon the closing of the Business Combination, CGC ceased to be a shell company.”

Cartesian Growth Corp III: Approved and adopted a new Code of Business Conduct and Ethics for PubCo.

“the PubCo Board approved and adopted a new Code of Business Conduct and Ethics, which is applicable to all of PubCo’s employees, officers (including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), agents and representatives, including directors and consultants”

Cartesian Growth Corp III: Adopted PubCo Bylaws effective as of the Merger Effective Time on June 5, 2026, including lock-up transfer restrictions and other amendments (effective 2026-06-05).

“On June 5, 2026, the PubCo Board approved and adopted the PubCo Bylaws containing the amendments proposed by the Organizational Documents Proposal and Advisory Organizational Documents Proposal and approved at the EGM, which became effective as of the Merger Effective Time.”

Cartesian Growth Corp III: Adopted PubCo Charter effective June 4, 2026, reflecting domestication and shareholder-approved amendments (effective 2026-06-04).

“The PubCo Charter, which became effective upon filing with the Secretary of State of the State of Delaware on June 4, 2026, includes the amendments proposed by the Domestication Proposal, the Organizational Documents Proposal and the Advisory Organizational Documents Proposals and approved at the EGM.”

Cartesian Growth Corp III underwent a change of control involving Factorial Inc. (closed 2026-06-05).

“consummated the previously announced business combination”

Cartesian Growth Corp III entered into A&R Registration Rights Agreement with PubCo, Sponsor, Cantor and certain stockholders of Factorial.

“In connection with the Closing, PubCo, Sponsor, Cantor and certain stockholders of Factorial entered into an amended and restated registration rights agreement (“A&R Registration Rights Agreement”).”

Cartesian Growth Corp III shareholders approved Director Election Proposal (election of seven directors to serve on PubCo board) at the 2026-05-27 meeting.

“The Director Election Proposal The proposal to approve the election of seven (7) directors to serve on the PubCo board of directors until their respective successors are duly elected and qualified was approved. The voting results were as follows: Class of Director Name of Director For Against Abstentions III Siyu Huang 20,05 8,906 0 2,289,920 II Alex Yu 20,055,156 0 2,293,670 III Joseph M. Taylor 19,705,156 0 2,643,670 II Uwe Keller 20,058,906 0 2,289,920 I Liad Meidar 20,058,906 0 2,289,920 II Dieter Zetsche 20,057,906 0 2,290,920 I Jon Nelson 20,058,907 0 2,289,919”

Cartesian Growth Corp III shareholders approved ESPP Proposal (Employee Stock Purchase Plan) at the 2026-05-27 meeting.

“The ESPP Proposal The proposal to approve the ESPP, a copy of which was attached to the Proxy Statement as Annex L was approved. The voting results were as follows: For Against Abstentions 19,848,905 3,384,290 5,580”

Cartesian Growth Corp III shareholders approved Incentive Plan Proposal (PubCo Incentive Plan) at the 2026-05-27 meeting.

“The Incentive Plan Proposal The proposal to approve the PubCo Incentive Plan, a copy of which was attached to the Proxy Statement as Annex K was approved. The voting results were as follows: For Against Abstentions 20,575,853 2,656,287 6,635”

Cartesian Growth Corp III shareholders approved Advisory Organizational Documents Proposals (six non-binding advisory sub-proposals) at the 2026-05-27 meeting.

“The Advisory Organizational Documents Proposals Approval of, on a non-binding advisory basis, the six sub Advisory Organizational Documents Proposals. The voting results were as follows: Sub-proposal 1 – Authorized Shares For Against Abstentions 19,807,551 3,421,544 9,680 Sub-proposal 2 – Exclusive Forum Provision For Against Abstentions 20,232,421 3,003,274 3,080 Sub-proposal 3 – Adoption of Supermajority Vote Requirement to Amend the proposed PubCo Organizational Documents For Against Abstentions 19,849,681 3,386,014 3,080 Sub-proposal 4 – Removal of Directors For Against Abstentions 19,850,504 3,384,191 4,080 Sub-proposal 5 – Action by Written Consent of Stockholders For Against Abstentions 19,850,781 3,384,959 3,035 Sub-proposal 6 – Other Changes in Connection with Adoption of the proposed PubCo Organizational Documents For Against Abstentions 20,949,442 2,287,268 2,065”

Cartesian Growth Corp III shareholders approved Organizational Documents Proposal (approve new certificate of incorporation and bylaws) at the 2026-05-27 meeting.

“The Organizational Documents Proposal The proposal to approve and adopt the Company's new certificate of incorporation and bylaws in connection with the Business Combination was approved. The voting results were as follows: For Against Abstentions 20,948,432 2,287,263 3,080”

Cartesian Growth Corp III shareholders approved PIPE Stock Issuance Proposal (issuance to PIPE Investors) at the 2026-05-27 meeting.

“The PIPE Stock Issuance Proposal The proposal to approve the issuance or potential issuance of (i) shares of PubCo Series A Common Stock to the PIPE Investors in the PIPE Investment pursuant to the Investor Stock Purchase Agreements and (ii) any other issuances of PubCo Series A Common Stock pursuant to subscription, purchase or similar agreements the Company or Factorial has entered, or may enter, into prior to Closing, and for purposes of complying with the applicable provisions of Nasdaq Stock Market was approved. The voting results were as follows: For Against Abstentions 20,943,027 2,287,668 8,080”

Cartesian Growth Corp III shareholders approved BCA Stock Issuance Proposal (issuance of PubCo Common Stock in Domestication and Merger) at the 2026-05-27 meeting.

“The BCA Stock Issuance Proposal The proposal to approve the issuance or potential issuance of shares of PubCo Common Stock to the shareholders of the Company in the Domestication and stockholders of Factorial in the Merger pursuant to the Business Combination Agreement and for purposes of complying with the applicable provision of Nasdaq Stock Market was approved. The voting results were as follows: For Against Abstentions 20,948,432 2,287,263 3,080”

Cartesian Growth Corp III shareholders approved Domestication Proposal (change of jurisdiction from Cayman Islands to Delaware) at the 2026-05-27 meeting.

“The Domestication Proposal The proposal to approve the change of the Company's jurisdiction of registration from the Cayman Islands to the State of Delaware was approved. The voting results were as follows: For Against Abstentions 20,948,475 2,287,265 3,035”

Cartesian Growth Corp III shareholders approved Business Combination Proposal at the 2026-05-27 meeting.

“The Business Combination Proposal The proposal to approve the Business Combination Agreement and the transactions contemplated thereby was approved. The voting results were as follows: For Against Abstentions 20,948,365 2,287,265 3,145”

Cartesian Growth Corp III incurred loan of $150,000 with CGC III Sponsor LLC at does not bear interest maturing the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is e.

“On May 18, 2026, Cartesian Growth Corporation III (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $150,000 to CGC III Sponsor LLC (the “Sponsor”).”

Cartesian Growth Corp III entered into Letter Agreement with Institutional Investor, Factorial, and CGC III Sponsor LLC (effective 2026-05-18).

“On May 18, 2026, the Institutional Investor entered into an agreement (the “Letter Agreement”) with Factorial and CGC III Sponsor LLC”

Cartesian Growth Corp III amended Amendment No. 2 to the Business Combination Agreement with Factorial Inc. (effective 2026-05-18).

“On May 18, 2026, Cartesian III, Merger Sub and Factorial entered into Amendment No. 2 to the Business Combination Agreement (the “BCA Amendment”).”

Cartesian Growth Corp III amended Sponsor Support Agreement with CGC III Sponsor LLC and Factorial Inc. (effective 2026-03-26).

“On March 26, 2026, Sponsor and Factorial entered into an Amendment to the Sponsor Support Agreement (the “SSA Amendment”).”

Cartesian Growth Corp III amended Business Combination Agreement with Fenway MS, Inc. and Factorial Inc. (effective 2026-03-26).

“On March 26, 2026, Cartesian III, Merger Sub and Factorial entered into an Amendment to the Business Combination Agreement (the “BCA Amendment”).”

Cartesian Growth Corp III entered into Business Combination Agreement with Factorial Inc. (effective 2025-12-17).

“On December 17, 2025, Cartesian Growth Corporation III, a Cayman Islands exempted company (“ CGC ”), Fenway MS, Inc., a Delaware corporation (“ Merger Sub ”), and Factorial Inc., a Delaware corporation (“ Factorial ”), entered into a Business Combination Agreement”

Cartesian Growth Corp III issued shares of New Factorial Series A Common Stock of common stock to PIPE Investors.

“The shares of New Factorial Series A Common Stock issuable to the PIPE Investors pursuant to the Investor Stock Purchase Agreements will not be registered under the Securities Act”

Cartesian Growth Corp III: Filed amended and restated memorandum and articles of association authorizing Class A and Class B ordinary shares and preference shares (effective 2025-05-01).

“On May 1, 2025, the Company filed its amended and restated memorandum and articles of association (the "Amended Articles") with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 200,000,000 Class A Ordinary Shares, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001 per share.”

Sanford Litvack was appointed as Director at Cartesian Growth Corp III.

“Effective as of May 1, 2025, the following individuals were appointed to the board of directors of the Company: Ali Bouzarif, Kevin Gold and Sanford Litvack.”

Kevin Gold was appointed as Director at Cartesian Growth Corp III.

“Effective as of May 1, 2025, the following individuals were appointed to the board of directors of the Company: Ali Bouzarif, Kevin Gold and Sanford Litvack.”

Ali Bouzarif was appointed as Director at Cartesian Growth Corp III.

“Effective as of May 1, 2025, the following individuals were appointed to the board of directors of the Company: Ali Bouzarif, Kevin Gold and Sanford Litvack.”