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As filed with the Securities and Exchange Commission on April 29, 2026.

Registration No. 333-294663

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CARTESIAN GROWTH CORPORATION III*

(Exact name of registrant as specified in its charter)

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For Co-Registrants, see “Table of Co-Registrants” on the following page.

Cartesian Growth Corporation III

505 Fifth Avenue, 15th Floor

New York, New York 10017

Tel: (212) 461-6363

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Peter Yu, Chief Executive Officer

Cartesian Growth Corporation III

505 Fifth Avenue, 15th Floor

New York, New York 10017

Tel: (212) 461-6363

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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The Registrant and Co-Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF CO-REGISTRANTS

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Factorial Inc.

805 Middlesex Turnpike

Billerica, MA 01821

Telephone: (617) 315-9733

Siyu Huang

805 Middlesex Turnpike

Billerica, MA 01821

Telephone: (617) 315-9733

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PRELIMINARY — SUBJECT TO COMPLETION DATED APRIL 29, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS OF

CARTESIAN GROWTH CORPORATION III

(A CAYMAN ISLANDS EXEMPTED COMPANY)

AND

PROSPECTUS FOR

UP TO 143,912,243 SHARES OF COMMON STOCK,

UP TO 16,200,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND

UP TO 16,200,000 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF

CARTESIAN GROWTH CORPORATION III

(WHICH WILL BE RENAMED “FACTORIAL HOLDINGS, INC.” FOLLOWING DOMESTICATION IN

THE STATE OF DELAWARE AND IN CONNECTION WITH THE BUSINESS COMBINATION

DESCRIBED HEREIN)

On December 16, 2025, the board of directors (“CGC Board”) of Cartesian Growth Corporation III, a Cayman Islands exempted company (“CGC,” “we,” “us” or “our”), approved the Business Combination Agreement, dated December 17, 2025, by and among CGC, Fenway MS, Inc., a Delaware corporation and wholly-owned subsidiary of CGC (“Merger Sub”), and Factorial Inc., a Delaware corporation (“Factorial”) (as amended by the Amendment to Business Combination Agreement, dated as of March 26, 2026, and as it may be further amended, restated, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the following will occur: (1) the domestication of CGC as a Delaware corporation, in which CGC will de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with CGC’s amended and restated memorandum and articles of association (the “CGC Articles”), Section 388 of the Delaware General Corporation Law (the “DGCL”) and Part XII of the Cayman Islands Companies Act (As Revised) (the “Cayman Companies Act”) (the “Domestication”); (2) the merger of Merger Sub with and into Factorial, with Factorial surviving the merger as a wholly-owned subsidiary of CGC (the “Merger”), in accordance with the Business Combination Agreement and DGCL; and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Domestication and the Merger, the “Business Combination”), all as described in more detail in the accompanying proxy statement/prospectus. In connection with the consummation of the Business Combination (the “Closing” and the date of the Closing, the “Closing Date”), CGC will be renamed Factorial Holdings, Inc. (“PubCo”). References herein to PubCo denote CGC following the Business Combination. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

The Domestication is intended to occur on the date that is one business day prior to the Closing Date. In connection with the Domestication, immediately prior to the Domestication, (1) CGC will effect the redemption of the Class A ordinary shares of CGC, par value $0.0001 per share (the “CGC Class A Shares”), initially issued in CGC’s initial public offering (“IPO”) (the “Public Shares” and the holders of Public Shares, the “Public Shareholders”) that are validly submitted for redemption and not withdrawn, and (2) each holder of issued and outstanding Class B ordinary share of CGC, par value $0.0001 per share (the “CGC Class B Shares” or the “Founder Shares,” and together with the CGC Class A Shares, the “CGC Ordinary Shares”), will irrevocably and unconditionally elect to convert, on a one-for-one basis, each CGC Class B Share held by it into one CGC Class A Share (the “Class B Share Conversion”). At the effective time of the Domestication (the “Domestication Effective Time”), each outstanding CGC Class A Share (excluding Public Shares validly submitted for redemption, but including CGC Class A Shares issued upon the Class B Share Conversion) will be reclassified as one share of Series A common stock, par value $0.00001 per share, of PubCo (the “PubCo Series A Common Stock”).

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On the day of the Closing, the Merger will occur. In accordance with the terms and subject to the conditions set forth in the Business Combination Agreement, at the effective time of the Merger (the “Merger Effective Time”), each share of Factorial’s capital stock that is issued and outstanding as of immediately prior to the Merger Effective Time (excluding treasury shares, dissenting shares and shares held by the Factorial Founders) will automatically be canceled and converted into the right to receive a corresponding number of shares of PubCo Series A Common Stock equal to the Consideration Ratio (as defined below) and each share of Factorial’s capital stock that is issued and outstanding as of immediately prior to the Merger Effective Time held by the Factorial Founders will automatically be canceled and converted into the right to receive a corresponding number of shares of PubCo Series B common stock, par value $0.00001 per share, of PubCo (the “PubCo Series B Common Stock,” and together with the PubCo Series A Common Stock, the “PubCo Common Stock”) equal to the Consideration Ratio. All of the shares of PubCo Series B Common Stock will be held by the Factorial Founders, both of whom will serve as executive officers and directors of PubCo. The rights of the holders of PubCo Series A Common Stock and PubCo Series B Common Stock will be identical, except with respect to voting and conversion rights. Each share of PubCo Series B Common Stock will be entitled to ten votes and will be convertible at any time into one share of PubCo Series A Common Stock. Each share of PubCo Series B Common Stock will be automatically converted into one fully paid and nonassessable share of PubCo Series A Common Stock upon the earliest of: (i) the date specified by affirmative vote of the holders of at least 662∕3% of the outstanding shares of PubCo Series B Common Stock, voting as a single series; (ii) the date that is nine months following the death or incapacity of both Factorial Founders; and (iii) the date that is the seven year anniversary of the Closing Date.

Additionally, at the Merger Effective Time,

In addition, to the extent any CGC Units (as defined below) remain outstanding and unseparated immediately prior to the Merger Effective Time, such CGC Units will automatically separate at the Merger Effective Time, with the holder of each such CGC Unit being deemed to hold one Public Share and one-half (1/2) of one CGC Public Warrant, without any action required by the holder. Following the Merger Effective Time, the CGC Units will cease trading and will no longer be listed on Nasdaq.

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If you hold CGC Units and wish to exercise your right to redeem the underlying Public Shares for cash in connection with the Business Combination, you must separately elect to separate your CGC Units into the underlying Public Shares and CGC Public Warrants prior to exercising your redemption rights. You may not redeem the underlying Public Shares unless and until you have effected such separation. If you hold your CGC Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate your CGC Units into the underlying Public Shares and CGC Public Warrants. If you hold CGC Units registered in your own name, you must contact Continental Stock Transfer & Trust Company, CGC’s transfer agent, directly and instruct it to do so. Holders of CGC Units do not need to separate their CGC Units prior to voting the underlying Public Shares at the EGM if they do not wish to exercise redemption rights. See “The Extraordinary General Meeting—Redemption Rights” for a detailed description of the procedures and deadlines for separating CGC Units and exercising your redemption rights.

The “Aggregate Merger Consideration” to be issued to the holders of Factorial’s capital stock (the “Factorial Stockholders”) in connection with the Merger will be determined by dividing (a) $1,100,000,000 (the “Equity Value”) by (b) the per share price at which each Public Share may be redeemed in connection with the Business Combination (the “Redemption Price”). The “Consideration Ratio” is the number of shares of PubCo Common Stock issuable in exchange for each share of issuable or issued and outstanding Factorial capital stock upon the Merger, and is equal to the quotient obtained by dividing (x) the Aggregate Merger Consideration by (y) the Aggregate Fully Diluted Factorial Shares. The “Aggregate Fully Diluted Factorial Shares” means the sum, without duplication of (a) the aggregate number of shares of common stock of Factorial (“Factorial Common Stock”) plus (b) the aggregate number of shares of Factorial Common Stock that are issuable upon, or subject to, the exercise or settlement of vested Factorial Options and vested Factorial RSUs (collectively, the “Vested Factorial Equity Awards”), in each case, that are outstanding immediately prior to the Merger Effective Time, plus (c) the aggregate number of shares of Factorial Preferred Stock (on an as-converted to Factorial Common Stock basis) that are issued and outstanding immediately prior to the Merger Effective Time; plus (d) the aggregate number of shares of Factorial Common Stock that are issuable upon, or subject to, the conversion of all convertible debt instruments of Factorial that are outstanding immediately prior to the Merger Effective Time, plus (e) the aggregate number of shares of Factorial Common Stock that are issuable upon, or subject to, the conversion of Factorial Warrants that are outstanding immediately prior to the Merger Effective Time.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) the PubCo Series A Common Stock to be issued in connection with the Business Combination Agreement, including the Aggregate Merger Consideration and the PIPE Shares (as defined below), having been approved for listing on the Nasdaq Capital Market (“Nasdaq”), subject to official notice of issuance; (ii) this registration statement having been declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the SEC; and (iii) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of the holders of CGC Ordinary Shares (such holders, the “CGC Shareholders” and such vote, the “CGC Shareholder Approval”) and Factorial Stockholders (the “Factorial Stockholder Approval”). For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

Concurrently with the execution of the Business Combination Agreement, on December 17, 2025, CGC entered into a Stock Purchase Agreement (the “Sponsor Stock Purchase Agreement”) with an affiliate of CGC III Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor” and such affiliate, the “Sponsor Investor”) and a Stock Purchase Agreement (the “Institutional Investor Stock Purchase Agreement,” and together with the Sponsor Stock Purchase Agreement, “Investor Stock Purchase Agreements”) with a certain institutional investor (the “Institutional Investor,” and together with the Sponsor Investor, the “PIPE Investors”). Pursuant to the Investor Stock Purchase Agreements, the PIPE Investors agreed to subscribe for and purchase, and CGC agreed to issue and sell to the PIPE Investors, on the Closing Date, an aggregate of 9,927,184 shares of PubCo Series A Common Stock, at an average subscription price of $10.08 per share (assuming a Redemption Price (as defined in the CGC Articles) of $10.30 per share) for aggregate gross proceeds of $100,000,000 (assuming that no PIPE Investor elects to use Class A ordinary shares held by it (if any), with respect to which it does not exercise redemption rights, to satisfy its obligations under its respective Investor Stock Purchase Agreement) (the “PIPE Financing,” and such shares, the “Purchased Shares”). The Institutional Investor subscribed for 7,500,000 shares of PubCo Series A Common Stock at a subscription price of $10.00 per share, and the Sponsor Investor subscribed for 2,427,184 shares of PubCo Series A Common Stock (assuming a Redemption Price of $10.30 per share) at a subscription price equal to the Redemption Price. Pursuant to the Investor Stock Purchase Agreements, the Sponsor will transfer at the Closing (which transfer may be indirectly through forfeiture and reissuance) an aggregate of 750,000 shares of PubCo Series A Common Stock to the Institutional Investor and 250,000 shares of PubCo Series A Common Stock to the Sponsor Investor. The average subscription prices

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are $9.09 per share and $9.34 per share for the Institutional Investor and the Sponsor Investor, respectively, assuming a Redemption Price of $10.30 per share and taking into account the foregoing transfers from the Sponsor. The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things: (i) the PubCo Series A Common Stock (including the PubCo Series A Common Stock issuable to the PIPE Investors pursuant to the Investor Stock Purchase Agreements) having been approved for listing on Nasdaq or the New York Stock Exchange, subject only to official notice of issuance; (ii) all conditions precedent to the Closing shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur substantially concurrently with the closing of the PIPE Financing; and (iii) the absence of specified adverse judgments, orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Investor Stock Purchase Agreements. The obligations of CGC to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and (ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the Investor Stock Purchase Agreements. The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the material truth and accuracy of the representations and warranties of CGC in the Investor Stock Purchase Agreements, subject to customary bringdown standards; and (ii) material compliance by CGC with its covenants, agreements and conditions under the Investor Stock Purchase Agreements. The Investor Stock Purchase Agreements provide that CGC will grant the PIPE Investors certain customary registration rights, and do not place any contractual lock-up restrictions on the shares issued or received thereunder. A PIPE Investor’s acquisition of shares pursuant to a Non-Redemption Agreement will reduce, on a share for share basis, that PIPE Investor’s purchase obligation under its respective Investor Stock Purchase Agreement. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Investor Stock Purchase Agreements.”

CGC may enter into non-redemption agreements with certain existing shareholders or potential shareholders, including the PIPE Investors (the “Non-Redemption Agreements” and such shareholders, the “Non-Redeeming Shareholders”), pursuant to which, among other things, the Non-Redeeming Shareholders will irrevocably and unconditionally agree, for the benefit of CGC, that neither they nor their controlled affiliates will exercise any redemption rights under the CGC Articles with respect to certain CGC Class A Shares held by such Non-Redeeming Shareholders (the “NRA Shares”) at any meeting of the CGC Shareholders. Each of the Non-Redeeming Shareholders will also agree (i) not to transfer directly or indirectly the NRA Shares held by it until the earlier of (x) the Closing Date, (y) the termination of the Business Combination Agreement in accordance with its terms and (z) the termination of the Non-Redemption Agreement in accordance with its terms; and (ii) to vote its NRA Shares in favor of the Business Combination Agreement, the Domestication and Merger and each other proposal brought by CGC in connection with the Business Combination and in favor of any proposal brought by CGC to adjourn or postpone the EGM (provided, that, in the case of the Sponsor or any of its affiliates, such persons will tender an “abstain” vote with respect to such matters in compliance with the requirements of Rule 14e-5 under the Exchange Act). The Non-Redemption Agreements will not provide for any monetary consideration to be paid by CGC or Factorial to the Non-Redeeming Shareholders in connection with such agreements; however, a PIPE Investor’s acquisition of shares pursuant to a Non-Redemption Agreement will reduce, on a share for share basis, that PIPE Investor’s purchase obligation under its respective Investor Stock Purchase Agreement. Founder Shares deliverable to a PIPE Investor from Sponsor under an Investor Stock Purchase Agreement will continue to be delivered to such PIPE Investor in the same amounts regardless of whether a PIPE Investor enters into a Non-Redemption Agreement as contemplated by its Investor Stock Purchase Agreement. In the event the CGC Insiders or their affiliates were to purchase Public Shares from Public Shareholders in connection with such Non-Redemption Agreements, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

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For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Non-Redemption Agreement.”

Concurrently with the execution of the Business Combination Agreement, the Sponsor and Factorial entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor, as a holder of the CGC Class B Shares (the “Sponsor Shares”), has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Business Combination, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of CGC or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Business Combination Agreement or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination, (iv) be bound by certain transfer restrictions with respect to its shares in CGC prior to the Closing, (v) be subject to certain transfer restrictions provided in the PubCo Bylaws (as defined below) and (vi) waive redemption rights with respect to the Sponsor Shares, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. No consideration has been or will be paid by CGC or Factorial to the Sponsor in connection with such agreements. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Sponsor Support Agreement.”

Within two business days following the date on which this registration statement is declared effective under the Securities Act, Factorial will obtain and deliver to CGC the written consent of a sufficient number of shares of Factorial Common Stock and Factorial Preferred Stock required to approve the Business Combination Agreement, each ancillary agreement to which Factorial is a party, and the Business Combination (the “Factorial Written Consent”).

Additionally, in connection with the signing of the Business Combination Agreement, CGC, Factorial, and certain stockholders of Factorial (the “Factorial Supporting Stockholders”) entered into a support agreement (the “Factorial Support Agreement”). Pursuant to the Factorial Support Agreement, each Factorial Supporting Stockholder (A) agreed that each existing investor rights agreement of Factorial will automatically terminate upon the Closing, (B) agreed to vote in favor of the Merger and against any proposal or offer that would constitute a competing proposal that would reasonably be expected to result in the failure of the Merger from being consummated and (C) waived and agreed not to exercise any rights of appraisal or rights to dissent it may have in connection with the Merger. The Factorial Support Agreement also prohibits the Factorial Supporting Stockholders from, among other things, selling, assigning or transferring any capital stock of Factorial held by the Factorial Supporting Stockholders except to certain permitted transferees, until the earliest of (a) the Closing, (b) such date and time as the Business Combination Agreement is terminated in accordance with its terms and (c) the mutual agreement of all Factorial Supporting Stockholders, CGC and Factorial to terminate the agreement in its entirety. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Factorial Stockholder Consent and Factorial Support Agreement.”

The bylaws of PubCo (“PubCo Bylaws”) will also provide that the Sponsor and certain Factorial stockholders will be prohibited from transferring (except for certain permitted transfers) any shares of PubCo Common Stock held by such holder (the “Lock-up Shares”) beginning on the Closing Date and ending (i) with respect to 25% of the Lock-Up Shares, on the date 180 days after the Closing Date (the “Six-Month Lock-Up Date”), (ii) with respect to 25% of the Lock-Up Shares, on the date 270 days after the Closing Date (the “Nine-Month Lock-Up Date”) and (iii) with respect to 50% of the Lock-Up Shares, on the first anniversary of the Closing Date (the “One Year Lock-Up Date” and each of the Six-Month Lock-Up Date, the Nine-Month Lock-Up Date and the One Year Lock-Up Date, a “Lock-Up Termination Date”); provided, however, that, on the dates on which certain trading price conditions are satisfied, such transfer restrictions will terminate with respect to one-third of the Lock-Up Shares (“Early Release Lock-Up Shares”), with such Early Release Lock-Up Shares allocated first among the Lock-Up Shares with the earliest Lock-Up Termination Date that has not yet occurred and successively to each remaining tranche of Lock-Up Shares in chronological order. The foregoing transfer restrictions will not apply to a specified number of shares (such number to be agreed upon prior to Closing) held by each such holder

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and such specified shares are not Lock-up Shares. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Lock-Up Provisions of PubCo Bylaws.”

Additionally, in connection with the Closing, PubCo, Sponsor, Cantor Fitzgerald & Co. (“Cantor”) and certain stockholders of Factorial will enter into an amended and restated registration rights agreement (“A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, among other things, PubCo will agree that, within 30 calendar days following the Closing Date, PubCo will file with the SEC (at PubCo’s sole cost and expense) a registration statement registering the resale of certain shares of PubCo Series A Common Stock held by or issuable to the parties thereto (the “Resale Registration Statement”), and PubCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The A&R Registration Rights Agreement amends and restates the registration rights agreement that was entered into by CGC, Cantor, the Sponsor and CGC III Sponsor DirectorCo LLC, a Cayman limited liability company managed by the Sponsor (“DirectorCo” and, together with the Sponsor, the “Initial Shareholders”), in connection with the IPO. The Registration Rights Agreement will terminate on the earlier of (a) the seven year anniversary of the date of the Registration Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities (as defined therein). The PIPE Investors also have registration rights pursuant to the terms of the Investor Stock Purchase Agreements. CGC estimates that approximately 80,630,005 shares of PubCo Series A Common Stock will be subject to registration rights pursuant to the A&R Registration Rights Agreement and Investor Stock Purchase Agreements immediately following the Closing, representing approximately 75.0% of the total issued and outstanding shares of PubCo Series A Common Stock following the Business Combination, assuming the Maximum Redemptions Scenario (as defined below), and that an aggregate of approximately $100 million of PIPE Investments are funded at the Closing (inclusive of the proceeds from the trust account resulting from NRA Shares acquired by PIPE Investors to satisfy their obligations under the applicable Investor Stock Purchase Agreement). For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — A&R Registration Rights Agreement.”

After careful consideration, the CGC Board has, with no dissenting votes, determined that the Business Combination is fair, advisable, and in the best interests of CGC and its shareholders, approved the Business Combination, and recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Domestication and Merger, and “FOR” all other proposals presented to CGC’s shareholders in this proxy statement/prospectus. The Business Combination was not structured to require the approval of at least a majority of CGC’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of the proposals herein by the CGC Board, you should keep in mind that the Sponsor and CGC’s directors and officers and their affiliates have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Interests of the Sponsor and CGC’s Directors and Officers” for a further discussion of these considerations.

Immediately following the Closing, assuming the redemption of 27,600,000 Public Shares at approximately $10.30 per share (estimated using an assumed Closing Date of May 14, 2026), or 100% of the Public Shares subject to redemption (other than any NRA Shares acquired to satisfy a PIPE Investor’s obligations under its Investor Stock Purchase Agreement) (the “Maximum Redemptions Scenario”), and without giving effect to any dilutive instruments, such as the exercise of the PubCo Options and PubCo RSUs, it is expected that (i) the Public Shareholders’ voting power will be approximately 0.0% of the total issued and outstanding PubCo Common Stock at that time, (ii) the Sponsor and DirectorCo, together with affiliates thereof (including the Sponsor Investor), will own approximately 3.4% of the voting power of the total issued and outstanding PubCo Common Stock at that time (which includes 5,900,000 Founder Shares and 2,677,184 PIPE Shares, including any NRA Shares acquired to satisfy its or its affiliates obligations under the Investor Stock Purchase Agreements), (iii) Factorial Stockholders’ voting power will be approximately 93.3% of the total issued and outstanding PubCo Common Stock at that time, and (iv) the PIPE Investors other than the Sponsor Investor will own approximately 3.3% of the voting power of the total issued and outstanding PubCo Common Stock at that time. Immediately following the Closing, all shares of PubCo Series B Common Stock, constituting 14.7% of the total number of shares of PubCo Common Stock and 63.3% of the total voting power of the PubCo Common Stock, will be held by the Factorial Founders, both of whom will serve as executive officers and directors of PubCo. As a result of the voting power of the PubCo Series B Common Stock, which will have ten votes per share, the Factorial Founders will have a majority of such voting power and, as a result, PubCo would qualify as a “controlled company” under Nasdaq rules upon completion of the Business Combination. Nevertheless, PubCo does not intend to rely upon any of the exemptions available to a “controlled company” under Nasdaq corporate governance requirements. If PubCo were to elect to avail itself of the exemptions available to a “controlled company”, PubCo would be permitted to be exempt from certain corporate governance requirements, including the requirement that a majority of its board of directors be composed of “independent directors” under Nasdaq rules and that its compensation committee consist entirely of independent directors. The Public Shareholders currently own 80% of the issued and outstanding CGC Ordinary Shares prior to the Business Combination.

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Accordingly, Public Shareholders, as a group, will experience immediate dilution as a consequence of the Business Combination. As redemptions increase, the overall percentage ownership held by the Sponsor, Factorial Stockholders and the PIPE Investors will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. For more information on the percentage of the issued and outstanding shares of PubCo Series A Common Stock immediately following the Closing that are expected to be held by securityholders, in various redemption scenarios, see “Questions and Answers About the Business Combination — What equity stake will current CGC Shareholders and Factorial Stockholders hold in PubCo immediately after the Closing?” and for more information about dilution to Public Shareholders, see “Dilution.”

Pursuant to the Business Combination Agreement, Public Shareholders who do not redeem their Public Shares will receive one share of PubCo Series A Common Stock for each CGC Class A Share held by them immediately prior to the Domestication. While CGC cannot be certain of the price such Public Shareholders paid for their Public Shares, assuming they purchased their Public Shares for $10.00 per share, which was the price of the CGC Class A Shares sold in CGC’s IPO, the effective purchase price paid per share of PubCo Series A Common Stock issued to each Public Shareholder at Closing would be $10.00. In connection with CGC’s IPO, the Sponsor and DirectorCo paid an aggregate of $25,000 for the Founder Shares, or approximately $0.004 per share. In connection with the Business Combination, assuming the Maximum Redemptions Scenario, an aggregate of 6,900,000 Founder Shares held by the Sponsor, its permitted transferees, and DirectorCo will be voluntarily converted on a one-for-one basis into CGC Class A Shares immediately prior to the Domestication, which will then automatically convert at the Domestication Effective Time into an equal number of shares of PubCo Series A Common Stock, valued at approximately $10.30 per share, which is the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement. The Sponsor will also receive 4,400,000 PubCo Private Warrants in exchange for its 4,400,000 CGC Private Warrants pursuant to the CGC Warrant Agreement. The Factorial Stockholders will receive an estimated 90,588,810 shares of PubCo Common Stock in the Business Combination, each of which is equal to $933.1 million divided by approximately $10.30, the assumed Redemption Price for the Public Shares estimated using an assumed Closing Date of May 14, 2026, excluding an estimated 20,520,364 shares of PubCo Series A Common Stock issuable upon the exercise of PubCo Options, and an estimated 5,203,069 shares of PubCo Series A Common Stock issuable upon the settlement of PubCo RSUs. The Institutional Investor subscribed for 7,500,000 shares of PubCo Series A Common Stock at a subscription price of $10.00 per share, and the Sponsor Investor subscribed for 2,427,184 shares of PubCo Series A Common Stock (assuming a Redemption Price of $10.30 per share) at a subscription price equal to the Redemption Price. Pursuant to the Investor Stock Purchase Agreements, the Sponsor will transfer at the Closing (which transfer may be indirectly through forfeiture and reissuance) an aggregate of 750,000 shares of PubCo Series A Common Stock to the Institutional Investor and 250,000 shares of PubCo Series A Common Stock to the Sponsor Investor. The effective subscription prices are $9.09 per share and $9.34 per share for the Institutional Investor and the Sponsor Investor, respectively, assuming a Redemption Price of $10.30 per share and taking into account the transfer of an aggregate of 1,000,000 Founder Shares from the Sponsor. As a result of the price the Sponsor paid for the Founder Shares, the Sponsor may realize a positive rate of return on its investment even if the market price per share of PubCo Series A Common Stock is below $10.00 per share after Closing, in which case the Public Shareholders may experience a negative rate of return on their investment. See “Questions and Answers about the Business Combination — What is the effective purchase price attributed to the PubCo Series A Common Stock to be received by Public Shareholders, the Sponsor, CGC officers and directors, and the Factorial Stockholders at the Closing?”

Compensation to be Received by the Sponsor and CGC’s Officers and Directors in Connection with the Business Combination and PIPE Investment: Assuming the Maximum Redemptions Scenario, the Sponsor, its permitted transferees, the Sponsor Investor and DirectorCo will receive (i) 6,900,000 shares of PubCo Series A Common Stock upon the exchange of 6,900,000 CGC Class B Shares, which were initially purchased prior to the IPO for approximately $0.004 per share and (ii) 4,400,000 PubCo Private Warrants upon the exchange of 4,400,000 CGC Private Warrants, which were initially purchased in a private placement that closed concurrently with the IPO for $1.00 per share, at an exercise price of $11.50 per share, pursuant to the CGC Warrant Agreement, and (iii) 2,427,184 PIPE Shares (including any NRA Shares acquired to satisfy its or its affiliates obligations under the Investor Stock Purchase Agreements), assuming a Redemption Price of $10.30 per share for the Public Shares estimated using an assumed Closing Date of May 14, 2026. Each of CGC’s three independent directors have an economic interest in 30,000 shares of PubCo Series A Common Stock to be issued upon the exchange of 90,000 CGC Class B Shares held by DirectorCo on their behalf, which shares were issued to them as consideration for services rendered to CGC. The securities to be issued to the Sponsor, CGC’s officers and directors and their affiliates may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Dilution”, “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, and CGC’s Directors and Officers in the Business Combination”, “The Business Combination — Compensation to be Received by the Sponsor and CGC’s Officers and Directors in Connection with the Business Combination and PIPE Investment” and “Information About CGC — Executive and Director Compensation.”

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The Sponsor and CGC’s officers and directors will also be reimbursed for loans, advances, and out-of-pocket expenses incurred by them related to identifying, negotiating, investigating and completing the Business Combination. No such loans, advances, or out-of-pocket expenses are outstanding as of the date of this proxy statement/prospectus. In addition, CGC has agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the CGC management team terminating at the end of the month in which the Business Combination is completed. Additionally, the Sponsor and CGC’s officers and directors will be entitled to continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination.

CGC’s independent directors are not members of the Sponsor. None of the funds in the Trust Account (as defined below) will be used to compensate our officers or directors. Except for administrative services fees paid or to be paid to the Sponsor, and our independent directors’ indirect interest in 90,000 CGC Class B Shares held by DirectorCo on their behalf, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, officers and directors, or any of their respective affiliates, by CGC for services rendered prior to or in connection with the completion of the Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to the Sponsor and CGC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Dilution”, “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, and CGC’s Directors and Officers in the Business Combination”, “Proposal No. 1 — The Business Combination Proposal — Compensation to be Received by the Sponsor and CGC’s Officers and Directors in Connection with the Business Combination and PIPE Investment” and “Information About CGC — Executive and Director Compensation.”

Potential conflicts of interest in connection with the Business Combination: There may be actual or potential material conflicts of interest between or among (i) the Sponsor, CGC officers and directors, Factorial officers and directors and (ii) unaffiliated security holders of CGC. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the shares to be issued to the Sponsor, CGC’s officers and directors, and their affiliates as well as to the Factorial Founders and Factorial’s other officers and directors, in connection with the Business Combination, and the reimbursement of loans and advances. See the section entitled “The Business Combination — Interests of the Sponsor and CGC’s Directors and Officers in the Business Combination” and “The Business Combination — Interests of the Factorial Officers and Directors in the Business Combination” for more information.

In order to finance transaction costs in connection with the Business Combination, the Sponsor and CGC’s officers and directors may, but are not obligated to, loan CGC funds as may be required (“Working Capital Loans”). If CGC completes the Business Combination, CGC would repay any such Working Capital Loans out of its assets, including the proceeds of the Trust Account released to CGC, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants to purchase PubCo Series A Common Stock, at a price of $1.00 per warrant, at the Closing. If CGC liquidates without completing a business combination, any such Working Capital Loans would be repaid only out of funds held outside the Trust Account, if any. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025, CGC had no borrowings under the Working Capital Loans.

If CGC does not complete the Business Combination with Factorial or another initial business combination by May 1, 2027, which date is 24 months after the closing of its IPO, or by such earlier liquidation date as the CGC Board may approve (the “completion window”), CGC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to its obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor and CGC’s officers, directors, and advisor have no rights to liquidating distributions from the Trust Account with respect to any Founder Shares and any Public Shares held by them if CGC fails to complete an initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the Trust Account.

CGC Units, CGC’s Class A Shares, and CGC Public Warrants are currently listed on Nasdaq under the symbol “CGCTU,” “CGCT” and “CGCTW,” respectively. The CGC Units commenced trading on Nasdaq on May 2, 2025. Commencing on June 24, 2025, the holders of the CGC Units were permitted to elect to separately trade the CGC Class A Shares and the CGC Public Warrants included in the CGC Units. On December 17, 2025, the last trading day before announcement of the execution of the Business

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Combination Agreement, the closing price of the CGC Units, the CGC Class A Shares and the CGC Public Warrants were $10.25, $10.11, and $0.28, respectively. As of April 28, 2026, the closing price of the CGC Units, the CGC Class A Shares, and the CGC Public Warrants were $11.20, $10.31 and $1.115, respectively. Following the Merger Effective Time, the CGC Units will automatically separate and will cease trading on Nasdaq, and no CGC Units will be listed on Nasdaq or otherwise in existence following the Closing. CGC has applied for listing, to be effective at Closing, of the PubCo Series A Common Stock on the Nasdaq Capital Market under the symbol “FAC.” CGC has also applied for listing, to be effective at Closing, of the PubCo Public Warrants on the Nasdaq Capital Market under the symbol “FACWW.” It is a condition to the Closing of the Business Combination and the obligations of the PIPE Investors to consummate the PIPE Investments that the PubCo Series A Common Stock be approved for listing on Nasdaq, subject to official notice of issuance. There is no condition to Closing that the PubCo Public Warrants be approved for listing on Nasdaq, and there can be no assurance that the PubCo Public Warrants will be listed on Nasdaq or any other national securities exchange following the Closing. If the PubCo Public Warrants are not approved for listing on Nasdaq, the PubCo Public Warrants may trade on an over-the-counter market or not be traded at all, which could adversely affect the liquidity and value of such warrants. It is a condition to Factorial’s and CGC’s obligations to consummate the Business Combination that the PubCo Series A Common Stock to be issued in connection with the Business Combination Agreement, including the Aggregate Merger Consideration and the PIPE Shares, is approved for listing on Nasdaq, subject only to official notice of issuance. Additionally, it is a condition to the obligations of the parties to the Investor Stock Purchase Agreements to consummate the PIPE Investments that the PubCo Series A Common Stock, including the PIPE Shares, has been approved for listing on Nasdaq, subject only to official notice of issuance. CGC and Factorial believe that CGC will satisfy the initial listing requirements of the Nasdaq Capital Market at the Closing, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by Factorial and CGC, and the PIPE Investments may not be consummated unless such condition is waived by the PIPE Investors. The Nasdaq listing condition may be waived by Factorial and CGC, with respect to the Business Combination, and by the PIPE Investors, with respect to the PIPE Investment, at any time prior to the Closing, including after the deadline for submitting redemption requests or the EGM. If Factorial and CGC, on the one hand, and/or the PIPE Investors, on the other hand, waive such condition, CGC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the EGM. It is important for you to consider that, at the time of the deadline for submitting redemption requests or the EGM, PubCo may not have received from Nasdaq either confirmation of the listing of the PubCo Series A Common Stock or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the EGM if PubCo has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus and you may need to decide whether or not to exercise your redemption rights without knowing whether the PubCo Series A Common Stock will be listed on Nasdaq or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such condition is waived.

CGC is, and PubCo will be, an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements. Investing in the PubCo Series A Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 26 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in the PubCo Series A Common Stock.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the EGM. CGC encourages you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 26.

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When you review the information included in the accompanying proxy statement/prospectus and consider the CGC Board’s recommendation to vote in favor of the proposals described therein, you should keep in mind that the Sponsor, CGC’s officers and directors and their affiliates have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsor and CGC’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating CGC. See the sections entitled “The Business Combination — Interests of Sponsor and CGC’s Directors and Officers in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/ prospectus for a further discussion.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [·], and is first being mailed to CGC Shareholders on or about [·].

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PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED APRIL 13, 2026

Cartesian Growth Corporation III

505 Fifth Avenue, 15^th Floor

New York, NY 10017

Tel: (212) 461-6363

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON [·], 2026

To the Shareholders of Cartesian Growth Corporation III:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Cartesian Growth Corporation III, a Cayman Islands exempted company (“CGC”), will be held virtually at [·], Eastern Time, on [·], 2026. The EGM will be a virtual meeting conducted via live webcast at [·]. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of CGC (as may be amended from time to time, the “CGC Articles”), the physical location of the EGM will be at the offices of Greenberg Traurig, LLP, One Vanderbilt Avenue, New York, NY 10017. You are cordially invited to attend the EGM, which will be held for the following purposes:

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the entry of CGC into the Business Combination Agreement, dated December 17, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among CGC, Merger Sub, and Factorial (in the form attached to the proxy statement/prospectus of the meeting as Annex A), the consummation of the transactions contemplated by the Business Combination Agreement and the performance by CGC of its obligations thereunder thereby be ratified, approved, adopted and confirmed in all respects.”

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The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that CGC be de-registered in the Cayman Islands pursuant to article 47 of the amended and restated memorandum and articles of association of CGC and Part XII of the Cayman Islands Companies Act (As Revised) and transferred by way of continuation to Delaware as a corporation under the laws of the State of Delaware.”

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance or potential issuance of shares of PubCo Common Stock to the shareholders of CGC in the Domestication and stockholders of Factorial in the Merger pursuant to the Business Combination Agreement, be approved in all respects.”

Proposal No. 3B — The PIPE Stock Issuance Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, including for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635 (d), 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 and securities convertible into or exercisable for PubCo Series A Common Stock pursuant to subscription, purchase or similar agreements CGC or Factorial has entered, or may enter, into prior to Closing. We refer to this proposal as the “PIPE Stock Issuance Proposal.”

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635 (d), the issuance or potential issuance of (i) shares of PubCo Series A Common Stock to the PIPE Investors in the PIPE Investment pursuant to or as contemplated by the Investor Stock Purchase Agreements, and (ii) any other issuances of PubCo Series A Common Stock and securities convertible into or exercisable for PubCo Series A Common Stock pursuant to subscription, purchase or similar agreements CGC or Factorial has entered, or may enter, into prior to Closing, be approved in all respects.”

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that the amended and restated memorandum and articles of association of CGC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new PubCo Charter and the PubCo Bylaws (in the form attached to the proxy statement/prospectus of the meeting as Annex I and Annex J, respectively) including, without limitation, the authorization of the change in authorized share capital as indicated therein, in each case effective upon the effectiveness of the Domestication.”

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The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as six separate ordinary resolutions on a non-binding and advisory basis only, that the following governance provisions contained in the Proposed Governing Documents be and are hereby approved and adopted:

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The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the Factorial Holdings, Inc. 2026 Equity Incentive Plan, in the form attached to the proxy statement/prospectus of the meeting as Annex K, be adopted and approved.”

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the Factorial Holdings, Inc. 2026 Employee Stock Purchase Plan, in the form attached to the proxy statement/prospectus of the meeting as Annex L, be adopted and approved.”

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the persons named below be elected to serve on the PubCo board of directors until their respective successors are duly elected and qualified, effective upon the consummation of the Business Combination.”

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The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the EGM be adjourned to a later date or dates, if the CGC Board deems it necessary or desirable, be approved.”

Approval of each of the Business Combination Proposal, the Domestication Proposal, the BCA Stock Issuance Proposal, the PIPE Stock Issuance Proposal, the Incentive Plan Proposal and the Organizational Documents Proposal is a condition to consummating the Business Combination. We refer to such proposals, collectively, as the “Condition Precedent Proposals.”

Only holders of record of CGC Class A Shares and CGC Class B Shares (together, the “CGC Ordinary Shares”) at the close of business on May 1, 2026 (the “Record Date”) are entitled to notice of and to vote at and to have their votes counted at the EGM and any adjournment of the EGM.

This proxy statement/prospectus and accompanying proxy card is being provided to CGC’s shareholders in connection with the solicitation of proxies to be voted at the EGM and at any adjournment of the EGM. Whether or not you plan to attend the EGM, all of CGC’s shareholders are urged to read this proxy statement/ prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 26 of this proxy statement/prospectus.

After careful consideration, the CGC Board has, without any dissenting votes, determined that the Business Combination is fair, advisable, and in the best interests of CGC and its shareholders, approved the Business Combination, and recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Domestication and Merger, and “FOR” all other proposals presented to CGC’s shareholders in this proxy statement/prospectus. The Business Combination was not structured to require the approval of at least a majority of CGC’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of the proposals herein by the CGC Board, you should keep in mind that the Sponsor and CGC’s directors and officers and their affiliates have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Interests of the Sponsor and CGC’s Directors and Officers” for a further discussion of these considerations.

Pursuant to the CGC Articles, a holder of CGC Class A Shares initially issued in CGC’s initial public offering (“IPO”) (the “Public Shares”, and such holder, a “Public Shareholder”), other than the Sponsor and the CGC Insiders, may request that CGC redeem all or a portion of his, her, or its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [·], Eastern Time, on [·], 2026 (two business days before the scheduled date of the EGM) in order for their CGC Class A Shares to be redeemed.

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Holders of CGC Units must elect to separate their CGC Units into the underlying Public Shares and CGC Public Warrants prior to exercising their redemption rights with respect to the Public Shares. If holders of CGC Units hold their CGC Units in an account at a brokerage firm or bank, such holders must notify their broker or bank that they elect to separate their CGC Units into the underlying Public Shares and CGC Public Warrants, or if a holder holds CGC Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, CGC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to CGC in order to validly exercise its redemption rights.

Holders of CGC Units do not need to separate their CGC Units into the underlying Public Shares and Public Warrants prior to voting such underlying Public Shares at the EGM if they do not wish to exercise redemption rights.

Holders of Public Shares (other than the Sponsor and the CGC Insiders) may elect to redeem all or a portion of their Public Shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a Public Shareholder (other than the Sponsor and the CGC Insiders) properly exercises its right to redeem all or a portion of the Public Shares that it holds, including timely delivering such shares to Continental, CGC will redeem such Public Shares for a per- share price, payable in cash, equal to the pro rata portion of the funds held in the trust account established at the consummation of CGC’s IPO (the “Trust Account”) (including interest earned on the funds held in the Trust Account not previously released to CGC to pay its taxes, net of taxes payable), calculated as of two business days prior to the consummation of the Business Combination (the “Redemption Price”). For illustrative purposes, as of the Record Date, this would have amounted to approximately $[●] per issued and outstanding Public Share. Prior to exercising redemption rights, Public Shareholders should verify the market price of the CGC Class A Shares, as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. CGC cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in the CGC Class A Shares when Public Shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange his, her or its Public Shares for cash and will no longer own Public Shares. See “Extraordinary General Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming his, her or its Public Shares with respect to more than an aggregate of 20% of the Public Shares without CGC’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the CGC Class A Shares, then any such shares in excess of that 20% limit would not be redeemed for cash without CGC’s prior consent.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) the PubCo Series A Common Stock to be issued in connection with the Business Combination Agreement, including the Aggregate Merger Consideration and the PIPE Shares (as defined below), having been approved for listing on the Nasdaq Capital Market (“Nasdaq”), subject to official notice of issuance; (ii) this registration statement having been declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the SEC; and (iii) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of the holders of CGC Ordinary Shares (such holders, the “CGC Shareholders” and such vote the “CGC Shareholder Approval”) and Factorial Stockholders (the “Factorial Stockholder Approval”). For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

Only holders of record of CGC Ordinary Shares at the close of business on the Record Date are entitled to notice of and to have their votes counted at the EGM and any adjournment of the EGM.

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Pursuant to the CGC Articles and Cayman Islands law, the approval of each of the Business Combination Proposal, BCA Stock Issuance Proposal, PIPE Stock Issuance Proposal, Incentive Plan Proposal, ESPP Proposal, Director Election Proposal and Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the issued and outstanding CGC Ordinary Shares, who, being present in person or by proxy and entitled to vote thereon at the EGM, vote at the EGM.

Pursuant to the CGC Articles and Cayman Islands law, the approval of the Organizational Documents Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the issued and outstanding CGC Ordinary Shares, who, being present in person or by proxy and entitled to vote thereon at the EGM, vote at the EGM.

Pursuant to the CGC Articles and Cayman Islands law, the approval of each of the Advisory Organizational Documents Proposals requires an ordinary resolution on a non-binding and advisory basis only, being the affirmative vote of holders of a majority of the issued and outstanding CGC Ordinary Shares, who, being present in person or by proxy and entitled to vote thereon at the EGM, vote at the EGM.

Pursuant to the CGC Articles, the approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the issued and outstanding CGC Class B Shares, who, being present in person or by proxy and entitled to vote thereon at the EGM, vote at the EGM. The holders of the CGC Class A Shares will have no right to vote on the Domestication Proposal, in accordance with Article 47.2 of the CGC Articles.

In connection with CGC’s IPO, the Sponsor and CGC’s officers, directors, and advisor entered into a letter agreement with CGC (the “Insider Letter”), pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of an initial business combination. Such redemption rights waiver was provided at the time of the IPO without any separate consideration paid. Additionally, pursuant to the Sponsor Support Agreement, the Sponsor and each of CGC’s independent directors and advisor who hold Founder Shares agreed not to redeem any CGC Ordinary Shares held by them in connection with the Business Combination. Such redemption rights waiver was provided without any separate consideration paid in connection with providing such waiver. The Initial Shareholders collectively own 6,900,000 CGC Ordinary Shares, or 20% of the issued and outstanding CGC Ordinary Shares as follows: (i) the Sponsor owns 6,800,000 CGC Class B Shares; and (ii) DirectorCo owns 100,000 CGC Class B Shares.

Concurrently with the execution of the Business Combination Agreement, on December 17, 2025, CGC entered into those certain Investor Stock Purchase Agreements with the Sponsor and the PIPE Investors. Pursuant to the Investor Stock Purchase Agreements, among other things, the Sponsor agreed to transfer an aggregate amount of 1,000,000 CGC Class A Shares to the PIPE Investors.

Your vote is very important. Whether or not you plan to attend the EGM, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the EGM. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the EGM. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the EGM, and if the other conditions to Closing are satisfied or waived. Each of the Condition Precedent Proposals is cross- conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals, Director Election Proposal, and ESPP Proposal are each conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the EGM. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the EGM in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the EGM and will not be voted. If a valid quorum is established, any such failure to vote or to provide voting instructions will have no effect on the outcome of any proposal in the accompanying proxy statement/prospectus. An abstention will be counted towards the quorum requirement; broker non- votes cast on a “routine” matter will be counted as present for purposes of establishing a quorum, while broker non-votes cast on a “non-routine” matter will not be counted toward the quorum requirement. We do not expect any of the matters being presented at the EGM to constitute “routine” matters. Abstentions and broker non-votes will not count as a vote cast at the EGM and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and an abstention and a broker non-vote is not a vote cast. If you are a shareholder of record and you attend the EGM and wish to vote in person, you may withdraw your proxy and vote in person.

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Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your CGC Ordinary Shares, please contact Morrow Sodali, our proxy solicitor, by email at CGCT.info@investor.sodali.com. Individuals may also call Morrow Sodali toll free at (800) 662-5200; banks and brokers can call (203) 658-9400. This notice of EGM and the proxy statement/prospectus are available at [·].

Thank you for your participation. We look forward to your continued support.

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Important Notice Regarding the Availability of Proxy Materials for the EGM to be held on [·], 2026: This notice of EGM and the related proxy statement will be available at [·].

IF YOU RETURN YOUR PROXY CARD SIGNED AND WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PROXY CARD WILL APPOINT PETER YU AND RAFAEL DE LUQUE AS YOUR PROXY TO VOTE YOUR SHARES IN PETER YU’S AND RAFAEL DE LUQUE’S DISCRETION. PETER YU AND RAFAEL DE LUQUE WILL VOTE ANY UNDIRECTED PROXIES IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) SUBMIT A WRITTEN REQUEST TO CONTINENTAL AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EGM, WHICH REQUEST MUST INCLUDE THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (2) TENDER OR DELIVER YOUR PUBLIC SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/ PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

The accompanying proxy statement/prospectus is dated [·], 2026 and is first being mailed to shareholders on or about [·], 2026.

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ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by CGC and Factorial, constitutes a prospectus of CGC under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of PubCo Common Stock to be issued under the Business Combination Agreement if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement of CGC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the EGM of CGC at which CGC Shareholders will be asked to consider and vote upon proposals to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/ prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to CGC Shareholders nor the issuance by PubCo of PubCo Common Stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding CGC has been provided by CGC and information contained in this proxy statement/prospectus regarding Factorial has been provided by Factorial, each of which are responsible for the disclosure contained in this proxy statement/prospectus. In this proxy statement/prospectus, CGC and Factorial rely on, refer to and from time to time note industry data, information and statistics regarding the industry and markets in which Factorial competes from publicly available information, industry and general publications and research and studies conducted by third parties that CGC and Factorial believe to be reliable, and each of CGC and Factorial has taken such care as it considers reasonable in the extraction, reproduction and use of this information from such data from third-party sources.

Neither CGC nor Factorial, however, can guarantee that such information is accurate and complete, and this information has not been independently verified by either CGC or Factorial. Additionally, the content of these third-party sources, except to the extent specifically set forth in this proxy statement/prospectus, does not constitute a portion of this proxy statement/prospectus and is not incorporated herein.

The industry in which Factorial operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/ prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Factorial — Risks Related to the Development and Commercialization of our Batteries” and elsewhere in this proxy statement/prospectus, which could cause these estimates and information to materially differ from those expressed in this proxy statement/prospectus.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The accompanying proxy statement/prospectus incorporates important information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

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You may request copies of this proxy statement/prospectus or other information concerning CGC, without charge, by written request directed to:

Cartesian Growth Corporation III

505 Fifth Avenue, 15^th Floor

New York, NY 10017

Tel: (212) 461-6363

or:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Tel: (203) 658-9400 or (800) 662-5200 (toll free)

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of CGC to be held on [·], 2026, you must request the information no later than five business days prior to the date of the extraordinary general meeting.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we”, “us”, “our” and “CGC” refer to Cartesian Growth Corporation III and the terms “PubCo,” “combined company” and “post-combination company” refer to PubCo. (f/k/a Cartesian Growth Corporation III as of immediately following the consummation of the Business Combination) and its subsidiaries following the consummation of the Business Combination.

In this document:

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, which will be entered into by and among the CGC Insiders, Cantor, certain Factorial Stockholders and PubCo in connection with the Closing.

“Adjournment Proposal” means the proposal to approve, by ordinary resolution, the adjournment of the EGM to a later date or dates, if necessary or desirable.

“Administrative Services Agreement” means the Administrative Services Agreement, dated May 1, 2025, by and between CGC and the Sponsor.

“Advisory Organizational Documents Proposals” means the six proposals to be considered at the EGM to approve an ordinary resolution on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the CGC Articles and the PubCo Organizational Documents.

“Aggregate Fully Diluted Factorial Shares” means the sum, without duplication of (a) Factorial Common Stock plus (b) the Vested Factorial Equity Awards, in each case, that are outstanding immediately prior to the Merger Effective Time, plus (c) Factorial Preferred Stock (on an as-converted to Factorial Common Stock basis) that are issued and outstanding immediately prior to the Merger Effective Time, plus (d) the aggregate number of shares of Factorial Common Stock that are issuable upon, or subject to, the conversion of all convertible debt securities of Factorial that are outstanding immediately prior to the Merger Effective Time, plus (e) the aggregate number of shares of Factorial Common Stock that are issuable upon, or subject to, the conversion of Factorial Warrants that are outstanding immediately prior to the Merger Effective Time. For purposes of this proxy statement/prospectus, the Aggregate Fully-Diluted Factorial Shares is deemed to be 28,626,415 shares, which represents the Factorial fully-diluted common stock as of December 31, 2025.

“Aggregate Merger Consideration” means consideration to be issued to Factorial Stockholders in connection with the Merger, to be determined by dividing (a) the Equity Value by (b) the Redemption Price. For purposes of this proxy statement/prospectus, the Aggregate Merger Consideration that is estimated to be issued to Factorial Stockholders is 106,796,117 shares of PubCo Series A Common Stock.

“Alternative Proposal” means any inquiry, proposal or offer for, or an indication of interest in entering into, an Alternative Transaction, communicated to Factorial or any of its representatives.

“Alternative Transaction” means any of the following transactions (in a single transaction or series of transactions) involving Factorial, on the one hand, or CGC, on the other hand, as applicable and in each case other than the Business Combination: (A) any direct or indirect merger, consolidation, share exchange, business combination, reconsolidation, recapitalization, reorganization, liquidation, dissolution, or other similar transaction, or (B) any direct or indirect sale, lease, license, exchange, transfer, option or other disposition of (x) all or a material portion of the assets or properties of Factorial or the Business, on the one hand, or CGC, on the other hand, as applicable, or (y) any class or series of the capital stock or other equity interests or debt securities or profit interests of Factorial, on the one hand, or CGC, on the other hand.

“BCA Stock Issuance Proposal” means the proposal to be considered at the EGM to approve, by ordinary resolution, including for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635 (a), (b) and (d), the issuance or potential issuance of shares of PubCo Common Stock to the CGC Shareholders in the Domestication and Factorial Stockholders in the Merger pursuant to the Business Combination Agreement.

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“Business Combination” means, collectively, the Merger, the Domestication and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of December 17, 2025 (as amended by the Amendment to Business Combination Agreement, dated as of March 26, 2026, and as may be further amended, restated, supplemented or otherwise modified from time to time) by and among CGC, Merger Sub, and Factorial.

“Business Combination Proposal” means the proposal to be considered at the EGM to approve and adopt the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement.

“Cayman Companies Act” means the Companies Act (as revised) of the Cayman Islands.

“CGC” means Cartesian Growth Corporation III (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and after the Domestication will be a corporation incorporated under the laws of the State of Delaware).

“CGC Articles” means CGC’s amended and restated memorandum and articles of association.

“CGC Board” means the board of directors of CGC.

“CGC Class A Shares” means the Class A ordinary shares of CGC, par value $0.0001 per share.

“CGC Class B Shares” means the Class B ordinary shares of CGC, par value of $0.0001 per share.

“CGC Insiders” means the Sponsor, certain directors and officers of CGC, DirectorCo, and the independent directors of CGC.

“CGC Ordinary Shares” means, collectively, the CGC Class A Shares and CGC Class B Shares.

“CGC Private Placement Warrants Purchase Agreements” means, the (a) Private Placement Warrants Purchase Agreement, dated as of May 1, 2025, by and between CGC and the Sponsor, and (b) Private Placement Warrants Purchase Agreement, dated as of May 1, 2025, by and between CGC and Cantor.

“CGC Private Warrants” means the 6,800,000 CGC Warrants that were issued by CGC pursuant to the CGC Private Placement Warrants Purchase Agreements.

“CGC Public Warrants” means the 13,800,000 CGC Warrants that were issued by CGC in connection with its IPO.

“CGC Shareholders” means the holders of CGC Ordinary Shares.

“CGC Shareholder Approval” means the requisite vote by CGC Shareholders to approve and adopt the Business Combination Agreement and transactions contemplated thereby.

“CGC Warrant Agreement” means that certain Warrant Agreement, dated as of May 1, 2025, by and between CGC and Continental, as warrant agent.

“CGC Warrants” means warrants to purchase CGC Class A Shares as contemplated under the CGC Warrant Agreement, with each warrant exercisable for one CGC Class A Share at an exercise price of $11.50.

“Class B Share Conversion” means the election by each holder of the CGC Class B Shares, pursuant to the terms of the Sponsor Support Agreement, to convert each CGC Class B Share, on a one-for-one basis, into one CGC Class A Share.

“Closing” means the closing of the Business Combination.

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“Closing Date” means the date the Closing occurs.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“completion window” means the time in which CGC has to complete its initial business combination pursuant to the terms of the CGC Articles, which is until the date that is 24 months from the closing of CGC’s IPO, or May 1, 2027.

“Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the BCA Stock Issuance Proposal, the PIPE Stock Issuance Proposal, the Incentive Plan Proposal and the Organizational Documents Proposal, the approval of each of which is a condition to consummating the Business Combination.

“Consideration Ratio” means the number of shares of PubCo Common Stock issuable in exchange for each share of issuable or issued and outstanding Factorial capital stock upon the Merger, and is equal to the quotient obtained by dividing (x) the Aggregate Merger Consideration by (y) the Aggregate Fully Diluted Factorial Shares. Assuming that the Aggregate Fully Diluted Factorial Shares on the Closing Date is 28,626,415 shares, which represents the Factorial fully-diluted common stock as of December 31, 2025, and that the Redemption Price is approximately $10.30, which is estimated using an assumed Closing Date of May 14, 2026, the Estimated Consideration Ratio is approximately 3.73 shares of PubCo Common Stock for each outstanding share of Factorial capital stock on an as-converted basis.

“Continental” means Continental Stock Transfer & Trust Company, CGC’s transfer agent.

“DGCL” means the Delaware General Corporation Law.

“Director Election Proposal” means the proposal to be considered at the EGM to approve, by ordinary resolution, the election of seven (7) directors to serve on the PubCo Board.

“Domestication” means the domestication of CGC as a Delaware corporation, in which CGC will de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with the CGC Articles, Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (As Revised).

“Domestication Effective Time” means the effective time of the Domestication.

“Domestication Proposal” means the proposal to be considered at the EGM to approve, by special resolution, the Domestication.

“DTC” means The Depository Trust Company.

“EGM” means the extraordinary general meeting of CGC’s shareholders, to be held virtually at [·], Eastern Time, on [·], 2026. The EGM will be a virtual meeting conducted via live webcast at [·]. For the purposes of Cayman Islands law and the CGC Articles, the physical location of the EGM will be at the offices of Greenberg Traurig, LLP at One Vanderbilt Avenue New York, NY 10017.

“Equity Value” means the sum of $1,100,000,000.

“ESPP” means the Factorial Holdings, Inc. 2026 Employee Stock Purchase Plan.

“ESPP Proposal” means the proposal to be considered at the EGM to approve, by ordinary resolution, the ESPP.

“Exchange Act” means the Securities Exchange Act of 1934.

“Factorial” means Factorial Inc., a Delaware Corporation.

“Factorial Board” means the board of directors of Factorial.

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“Factorial Common Stock” means the shares of common stock of Factorial.

“Factorial Disclosure Schedules” means the disclosure schedules of Factorial to the Business Combination Agreement.

“Factorial Founders” means Siyu Huang and Alex Yu.

“Factorial Option” means each outstanding and unexercised option to purchase shares of Factorial Common Stock.

“Factorial Preferred Stock” means the shares of preferred stock of Factorial.

“Factorial Stockholder Approval” means the requisite vote by Factorial Stockholders to approve and adopt the Business Combination Agreement and transactions contemplated thereby.

“Factorial Stockholders” means the holders of Factorial Common Stock and Factorial Preferred Stock.

“Factorial Support Agreement” means the certain Factorial Support Agreement, dated as of December 17, 2025, by and among CGC, Factorial and the Factorial Supporting Stockholders.

“Factorial Supporting Stockholders” means certain stockholders of Factorial who are parties to the Factorial Support Agreement.

“Factorial Written Consent” means the written consent of a sufficient number of shares of Factorial Common Stock and Factorial Preferred Stock required to approve the Business Combination Agreement, each ancillary agreement to which Factorial is a party and the Business Combination.

“Founder Shares” means the CGC Class B Shares held by the Sponsor, DirectorCo and CGC’s independent directors and advisor.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Incentive Plan Proposal” means the proposal to be considered at the EGM to approve, by ordinary resolution, the PubCo Incentive Plan.

“Investor Stock Purchase Agreements” means the stock purchase agreements, dated December 17, 2025, by and between CGC and the PIPE Investors.

“Merger” means the merger of Merger Sub with and into Factorial and Factorial surviving the merger as a wholly-owned subsidiary of CGC.

“Merger Effective Time” means the effective time of the Merger.

“Merger Sub” means Fenway MS, Inc., a Delaware corporation and wholly-owned subsidiary of CGC.

“Nasdaq” means the Nasdaq Stock Market, LLC.

“Non-Redeeming Shareholders” means the CGC Shareholders who enter into Non-Redemption Agreements with CGC.

“Non-Redemption Agreements” means one or more Non-Redemption Agreements by and between CGC and a Non-Redeeming Shareholder (including as incorporated into an Investor Stock Purchase Agreement executed by such Non-Redeeming Shareholder), pursuant to which, among other things, such Non-Redeeming Shareholder agrees to refrain from exercising their redemption rights with respect to the NRA Shares.

“NRA Shares” means the CGC Class A Shares collectively held by the Non-Redeeming Shareholders pursuant to Non-Redemption Agreements.

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“Organizational Documents Proposal” means the proposal to be considered at the EGM to approve, by special resolution, the PubCo Organizational Documents.

“Outside Date” means November 12, 2026.

“PIPE Investments” means the subscription for approximately $100 million of PIPE Shares pursuant to the Investor Stock Purchase Agreements.

“PIPE Investors” means certain qualified institutional buyers, institutional accredited investors and other accredited investors who entered into the Investor Stock Purchase Agreements with CGC.

“PIPE Shares” means the approximately $100 million shares of PubCo Series A Common Stock to be purchased as part of the PIPE Investments.

“PIPE Stock Issuance Proposal” means the proposal to be considered at the EGM to approve, by ordinary resolution, including for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635 (d), the issuance or potential issuance of (i) shares of PubCo Series A Common Stock to the PIPE Investors in the PIPE Investment pursuant to or as contemplated by the Investor Stock Purchase Agreements or (ii) any other issuances of PubCo Series A Common Stock and securities convertible into or exercisable for PubCo Series A Common Stock pursuant to subscription, purchase or similar agreements CGC or Factorial has entered, or may enter, into prior to the Closing.

“Placement Agent” means Cantor.

“PubCo” means CGC after the consummation of the Domestication, which will be named Factorial Holdings, Inc.

“PubCo Board” means the board of directors of PubCo.

“PubCo Bylaws” means the proposed new bylaws of PubCo, to take effect upon the Domestication.

“PubCo Charter” means the proposed new certificate of incorporation of PubCo, to take effect upon the Domestication.

“PubCo Common Stock” means the PubCo Series A Shares and the PubCo Series B Shares, collectively.

“PubCo Series A Shares” means shares of PubCo’s Series A common stock, par value $0.00001 per share.

“PubCo Series B Shares” means shares of PubCo’s Series B common stock, par value $0.00001 per share.

“PubCo Incentive Plan” means the Factorial Holdings, Inc. 2026 Equity Incentive Plan.

“PubCo Option” means an option of PubCo containing the same terms, conditions, vesting and other provisions as are currently applicable to such Factorial Options, provided that each PubCo Option will be exercisable for the number of shares of PubCo Series A Common Stock equal to the Consideration Ratio multiplied by the number of shares of Factorial Common Stock subject to the Factorial Option as of immediately prior to the Merger Effective Time, rounded down to the nearest whole share, at an exercise price equal to the per share exercise price of the Factorial Option divided by the Consideration Ratio, rounded up to the nearest whole cent.

“PubCo Organizational Documents” means, collectively, the PubCo Charter and PubCo Bylaws.

“PubCo Private Warrants” means the warrants issued in exchange for the CGC Private Warrants at the Closing, with each warrant exercisable for one share of PubCo Series A Common Stock at an exercise price of $11.50.

“PubCo Public Warrants” means the warrants issued in exchange for the CGC Public Warrants at the Closing, with each warrant exercisable for one share of PubCo Series A Common Stock at an exercise price of $11.50.

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“PubCo Warrants” means the PubCo Private Warrants and the PubCo Public Warrants.

“PubCo RSU” means a restricted stock unit award of PubCo containing the same terms, conditions, vesting and other provisions as are currently applicable to such Factorial RSU, provided that each PubCo RSU will be settled in the number of shares of PubCo Series A Common Stock as set forth on an allocation schedule, rounded down to the nearest whole share.

“Public Shareholder” means a holder of Public Shares.

“Public Shares” means the CGC Class A Shares initially issued in CGC’s IPO (whether they are purchased in the initial public offering or thereafter in the open market).

“Public Shares subject to redemption” means the Public Shares held by Public Shareholders other than the Non-Redeeming Shareholders.

“Redemption Price” means the per-share price, payable in cash, equal to the pro rata portion of the funds held in the Trust Account (including interest earned on the funds held in the Trust Account not previously released to CGC to pay its taxes, net of taxes payable), calculated as of two business days prior to the consummation of the Business Combination) at which each Public Share may be redeemed in connection with the Business Combination, pursuant to the CGC Articles.

“Record Date” means May 1, 2026.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“SPAC” means a special purpose acquisition company.

“Sponsor” means CGC III Sponsor LLC, a Cayman Islands limited liability company.

“Sponsor Support Agreement” means that certain Sponsor Support Agreement, dated as of December 17, 2025 (as amended by the Amendment to Sponsor Support Agreement, dated as of March 26, 2026, and as it may be further amended or supplemented from time to time), by and between the Sponsor and Factorial.

“Surviving Corporation” means Factorial after the Merger.

“Trust Account” means the trust account established in connection with CGC’s initial public offering.

“Underwriting Agreement” means the Underwriting Agreement, dated May 1, 2025, by and between CGC and Cantor.

“U.S. GAAP” means the accounting principles generally accepted in the United States of America.

“Working Capital Loans” means any loans provided by the Sponsor and CGC’s officers and directors to finance transaction costs in connection with the Business Combination.

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FINANCIAL STATEMENT PRESENTATION

CGC

The historical audited financial statements of CGC as of December 31, 2025 and 2024, for the year ended December 31, 2025, and for the period from October 29, 2024 (inception) through December 31, 2024, were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are denominated in U.S. dollars.

Factorial

The historical audited financial statements of Factorial as of and for the years ended December 31, 2025 and 2024 were prepared in accordance with U.S. GAAP and are denominated in U.S. dollars.

Rounding and Negative Amounts

Certain numerical information and other amounts and percentages in this proxy statement/prospectus, including financial data, have been rounded. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform exactly to the total percentage given.

In preparing the audited and unaudited historical financial statements of CGC and Factorial, most numerical figures are presented in thousands. For the convenience of the reader of this proxy statement/ prospectus, certain numerical figures in this proxy statement/prospectus are rounded to the nearest thousand. As a result of this rounding, certain numerical figures presented herein may vary slightly from the corresponding numerical figures presented in CGC’s and Factorial’s financial statements.

The percentages presented in the textual financial disclosure in this proxy statement/prospectus are derived directly from the financial information contained in CGC’s and Factorial’s financial statements. The percentages derived from CGC’s and Factorial’s financial statements may be computed using the numerical figures expressed in thousands in its financial statements. Therefore, such percentages are not calculated on the basis of the financial information in the textual disclosure that has been subjected to rounding adjustments in this proxy statement/prospectus.

In tables, negative amounts are shown between parentheses. Otherwise, negative amounts may also be shown by “—” before the amount.

Currency Presentation

The financial statements of CGC and Factorial are measured and presented using United States dollars.

References to “$,” “US$” and “U.S. dollar” each refer to the United States dollar.

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MARKET AND INDUSTRY DATA

CGC and Factorial are responsible for the disclosure contained in this proxy statement/prospectus. However, information contained in this proxy statement/prospectus concerning the market and the industry in which Factorial competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Factorial based on such sources and Factorial’s knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and third- party sources generally state that the information contained in such source has been obtained from sources believed to be reliable. The industry in which Factorial operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/ prospectus are subject to change based on various factors, including those described in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Factorial” and elsewhere in this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although CGC and Factorial have not independently verified the accuracy or completeness of third-party information, CGC and Factorial believe the industry and market information included in this proxy statement/prospectus is reliable. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward- looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

Notwithstanding anything in this proxy statement/prospectus to the contrary, CGC and Factorial are responsible for all disclosures in this proxy statement/prospectus.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to Factorial or to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or ^TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included in this proxy statement/prospectus that are not historical facts are 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 include, but are not limited to:

These statements are based on various assumptions and on the current expectations of Factorial’s and CGC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions. Many actual events and circumstances are beyond the control of Factorial and CGC.

These forward-looking statements are subject to a number of risks and uncertainties, including —

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Additional risks related to Factorial’s business include, but are not limited to:

If any of these risks materialize or CGC’s or Factorial’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither CGC or Factorial presently know or that CGC and Factorial currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect CGC’s and Factorial’s expectations, plans, or forecasts of future events and views as of the date of this proxy statement/prospectus and are qualified in their entirety by reference to the cautionary statements herein. CGC and Factorial anticipate that subsequent events and developments will cause CGC’s and Factorial’s assessments to change. These forward-looking statements should not be relied upon as representing CGC’s and Factorial’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither CGC, Factorial, nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the EGM and the proposals to be presented at the EGM, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to CGC Shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the EGM.

Q:Why am I receiving this proxy statement/prospectus?

CGC Shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. CGC is proposing to consummate the Business Combination with Factorial. CGC, Merger Sub and Factorial have entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached hereto as Annex A. CGC urges its shareholders to read the Business Combination Agreement in its entirety.

THE VOTE OF CGC SHAREHOLDERS IS IMPORTANT. CGC SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE EGM.

Q:What proposals are CGC Shareholders being asked to vote on?

A:At the EGM, CGC is asking holders of CGC Ordinary Shares to consider and vote upon the following proposals:

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If CGC’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Domestication Proposal,” “Proposal No. 3A — The BCA Stock Issuance Proposal,” “Proposal No. 3B — The PIPE Stock Issuance Proposal,” “Proposal No. 4 — The Organizational Documents Proposal,” “Proposal No. 6 — The Incentive Plan Proposal,” and “The Business Combination,” of this proxy statement/prospectus, respectively.

CGC will hold the EGM to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the EGM. CGC Shareholders should read it carefully.

After careful consideration, the CGC Board has determined that each of the Business Combination Proposal, the Domestication Proposal, the BCA Stock Issuance Proposal, the PIPE Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Incentive Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal, if presented, are fair, advisable, and in the best interests of CGC and its shareholders and recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of CGC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of CGC and its shareholders and what he or they may believe is best for himself or themselves. In addition, the Sponsor and CGC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, and CGC’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

Q:Are the proposals conditioned on one another?

Q:I am a holder of Public Shares. Why am I receiving this proxy statement/prospectus?

Q:Why is CGC proposing the Business Combination?

On May 5, 2025, CGC consummated its initial public offering of 27,600,000 units (the “CGC Units”), including the issuance of 3,600,000 CGC Units as a result of the underwriter’s exercise in full of its over- allotment option. The CGC Units were sold at a price of $10.00 per CGC Unit, generating gross proceeds to CGC of $276,000,000. Simultaneously with the IPO, CGC consummated the sale of an aggregate of 6,800,000 Private Placement Warrants (the “CGC Private Warrants”) to the Sponsor and Cantor, the representative of the underwriters of the IPO, at a price of $1.00 per warrant, generating gross proceeds of $6,800,000. Of those 6,800,000 CGC Private Warrants, the Sponsor purchased 4,400,000 CGC Private Warrants and Cantor purchased 2,400,000 CGC Private Warrants. Each CGC Unit consists of one CGC Class A Share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one CGC Class A Share at a price of $11.50 per share. A total of

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$276,000,000, comprised of the net proceeds from the IPO and the sale of the private placement shares to the Sponsor, was placed in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Since the IPO, CGC’s activity has been limited to the evaluation of business combination target companies.

The CGC Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including CGC Board’s review of the results of the due diligence conducted by CGC management and its advisors. As a result, the CGC Board concluded that the Business Combination with Factorial would present a unique business combination opportunity and is in the best interests of CGC and its shareholders. The CGC Board also considered certain potentially material negative factors as well as certain potential conflicts of interest in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “Proposal No. 1 — The Business Combination Proposal — The CGC Board’s Reasons for the Approval of the Business Combination,” as well as in the section entitled “Risk Factors.”

Q:What will happen in the Business Combination?

A:The Business Combination is structured as follows:

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In addition to the foregoing, to the extent any CGC Units remain outstanding and unseparated immediately prior to the Merger Effective Time, such CGC Units will be automatically separated at the Merger Effective Time, and the holder of each such CGC Unit will be deemed to hold one Public Share and one-half (1/2) of one CGC Public Warrant. The resulting Public Shares and CGC Public Warrants will then be converted as described above. Following the Merger Effective Time, the CGC Units will cease trading on Nasdaq and will no longer be in existence, and no CGC Units will be listed on Nasdaq following the Closing.

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For more information, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination.”

The Aggregate Merger Consideration to be issued to Factorial Stockholders in connection with the Merger will be determined by dividing (a) the Equity Value by (b) the Redemption Price. The Consideration Ratio is equal to the quotient obtained by dividing (x) the Aggregate Merger Consideration by (y) the Aggregate Fully Diluted Factorial Shares. Accordingly, assuming that the Aggregate Fully Diluted Factorial Shares on the Closing Date is 28,626,415 shares, which represents the Factorial fully-diluted common stock as of December 31, 2025, and that the Redemption Price is approximately $10.30, which is estimated using an assumed Closing Date of May 14, 2026, the Estimated Consideration Ratio is approximately 3.73 shares of PubCo Common Stock for every outstanding share of Factorial capital stock on an as-converted basis.

Additionally, at the Merger Effective Time,

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In addition to the foregoing, to the extent any CGC Units remain outstanding and unseparated immediately prior to the Merger Effective Time, such CGC Units will be automatically separated at the Merger Effective Time, and the holder of each such CGC Unit will be deemed to hold one Public Share and one-half (1/2) of one CGC Public Warrant. The resulting Public Shares and CGC Public Warrants will then be converted as described above. Following the Merger Effective Time, the CGC Units will cease trading on Nasdaq and will no longer be in existence, and no CGC Units will be listed on Nasdaq following the Closing.

In considering the recommendation of the CGC Board to vote in favor of approval of the proposals set forth in this proxy statement/prospectus, unaffiliated CGC Shareholders should keep in mind that the Sponsor and CGC’s directors and officers and entities affiliated with them, have interests in such proposals that are different from, or in addition to, those of unaffiliated CGC Shareholders. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, and CGC’s Directors and Officers in the Business Combination” and “Certain Relationships and Related Persons Transactions” for more information.

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requirements of their Investor Stock Purchase Agreement or a separate Non-Redemption Agreement, as applicable, with respect to the treatment of such shares.

The obligations of the PIPE Investors to consummate the PIPE Investments are conditioned upon, among other things: (i) the PubCo Series A Common Stock, including the PIPE Shares, having been approved for listing on Nasdaq or the New York Stock Exchange, subject only to official notice of issuance; (ii) the satisfaction or waiver of the conditions to closing set forth in Section 6 of the Business Combination Agreement; and (iii) no governmental authority having enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation having the effect of making the consummation of the transactions contemplated by the Business Combination Agreement (including, without limitation, the Domestication) illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Investor Stock Purchase Agreements.”

CGC may enter into non-redemption agreements with certain existing shareholders, or potential shareholders, including the PIPE Investors, pursuant to which, among other things, the Non-Redeeming Shareholders will irrevocably and unconditionally agree, for the benefit of CGC, that neither they nor their controlled affiliates will exercise any redemption rights under the CGC Articles with respect to certain CGC Class A Shares held by such Non-Redeeming Shareholders at any meeting of the CGC Shareholders. Each of the Non-Redeeming Shareholders will also agree (i) not to transfer directly or indirectly the NRA Shares held by it until the earlier of (x) the Closing Date, (y) the termination of the Business Combination Agreement in accordance with its terms and (z) the termination of the Non-Redemption Agreement in accordance with its terms; and (ii) to vote its NRA Shares in favor of the Business Combination Agreement, the Domestication and Merger and each other proposal brought by the CGC in connection with the Business Combination and in favor of any proposal brought by CGC to adjourn or postpone the EGM (provided, that, in the case of the Sponsor or any of its affiliates, such persons will tender an “abstain” vote with respect to such matters in compliance with the requirements of Rule 14e-5 under the Exchange Act). The Non-Redemption Agreements will not provide for any monetary consideration to be paid by CGC or Factorial to the Non-Redeeming Shareholders in connection with such agreements; however, a PIPE Investor’s acquisition of shares pursuant to a Non-Redemption Agreement will reduce, on a share for share basis, that PIPE Investor’s purchase obligation under its respective Investor Stock Purchase Agreement. Founder Shares deliverable to a PIPE Investor from Sponsor under an Investor Stock Purchase Agreement will continue to be delivered to such PIPE Investor in the same amounts regardless of whether a PIPE Investor enters into a Non-Redemption Agreement as contemplated by its Investor Stock Purchase Agreement. In the event the CGC Insiders or their affiliates were to purchase Public Shares from Public Shareholders in connection with such Non-Redemption Agreements, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

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For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Non- Redemption Agreement.”

The following table excludes the dilutive effect of PubCo Options, PubCo RSUs and shares of PubCo Series A Common Stock that will initially be available for issuance under the PubCo Incentive Plan and ESPP, and assumes that no PIPE Investor elects to use Class A ordinary shares held by it (if any) to satisfy its obligations under its respective Investor Stock Purchase Agreement.

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The following table shows possible sources of dilution and the extent of such dilution that non- redeeming Public Shareholders could experience in connection with the closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes the exercise of all PubCo Warrants for cash, which will each be exercisable for one share of PubCo Series A Common Stock at a price of $11.50 per share, the exercise of all PubCo Options for cash, which will each be exercisable for one share of PubCo Series A Common Stock at a price of approximately $1.04 per share (based on the Estimated Consideration Ratio) and settlement of all PubCo RSUs. The table excludes shares of PubCo Series A Common Stock that will initially be available for issuance under the PubCo Incentive Plan and ESPP, as such shares will not be outstanding on the Closing Date. The table does not assume the consummation of any exchange of the PubCo Warrants for shares of PubCo Series A Common Stock, and assumes that no PIPE Investor elects to use Class A ordinary shares held by it (if any) to satisfy its obligations under its respective Investor Stock Purchase Agreement.

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Share ownership presented in the two tables above is only presented for illustrative purposes and does not necessarily reflect what PubCo’s share ownership will be after the Closing. CGC and Factorial cannot predict how many of the Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above, and therefore the ownership percentages of Public Shareholders may also differ if the actual redemptions are different from these assumptions. The Public Shareholders that do not elect to redeem their Public Shares will experience immediate dilution as a result of the Business Combination. The Public Shareholders currently represent approximately 80% of the total issued and outstanding CGC Ordinary Shares. As noted in the above table, even if no Public Shareholders redeem their Public Shares in the Business Combination, the Public Shareholders’ ownership is expected to decrease from approximately 80% of the total issued and outstanding CGC Ordinary Shares prior to the Business Combination to approximately 15% of the total issued and outstanding PubCo Common Stock at the Closing. As redemptions increase, the overall percentage ownership held by the Sponsor and other CGC Insiders, Factorial Stockholders and the PIPE Investors will increase as compared to the overall percentage ownership held by Public Shareholders, thereby increasing dilution to Public Shareholders. For more information about the consideration to be received in the Business Combination, these scenarios, and the underlying assumptions, see “Unaudited Pro Forma Combined Financial Information.” See also “Risk Factors — Risks Related to CGC and the Business Combination — The CGC Shareholders will experience immediate dilution as a consequence of the issuance of PubCo Series A Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that CGC’s current shareholders have on the management of PubCo.”

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For information about conflicts of interest with respect to the Sponsor and the other CGC Insiders, see “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, and CGC’s Directors and Officers in the Business Combination.” For information about the compensation of the Sponsor and our officers and directors, see “Information About CGC — Executive and Director Compensation.” For information about the securities owned by the Sponsor and other CGC Insiders, including transfer restrictions and required surrender and forfeitures, see “Beneficial Ownership of Securities” and “Certain Relationships and Related Persons Transactions.”

The Sponsor and DirectorCo own an aggregate 20% of our issued and outstanding CGC Ordinary Shares as of the date of this proxy statement/prospectus. The Sponsor is the sole managing member of DirectorCo, and Pangaea Three-B, LP, is the sole member of the Sponsor and is controlled by Peter Yu. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the Founder Shares held by the Sponsor and DirectorCo.

The Sponsor is an affiliate of Cartesian, a global private equity firm and registered investment adviser headquartered in New York City, New York. Cartesian has extensive experience providing growth capital to companies around the world. Since its inception in 2006, Cartesian has managed more than $3.0 billion in committed capital. Cartesian was founded by Peter Yu, who previously founded and served as Chief Executive Officer of AIGCP, a leading international private equity firm with over $4.5 billion in committed capital.

Past performance by our management team, including with respect to Cartesian and AIGCP, is not a guarantee of success with respect to the Business Combination with Factorial. You should not rely on the historical record of the performance of our management team or businesses associated with them, including Cartesian and AIGCP as indicative of our future performance of an investment in CGC or Factorial or the returns we will, or are likely to, generate going forward.

For information about conflicts of interest with respect to the Sponsor, see “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, and CGC’s Directors and Officers in the Business Combination.” For information about the compensation of the Sponsor and our officers and directors, see “Information About CGC — Executive and Director Compensation.” For information about the securities owned by the Sponsor, including transfer restrictions and required surrender and forfeitures, see “Beneficial Ownership of Securities” and “Certain Relationships and Related Persons Transactions.”

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respectively. As of April 28, 2026, the closing price of the CGC Units, the CGC Class A Shares, and the CGC Public Warrants were $11.20, $10.31 and $1.115, respectively.

Holders of CGC Units must elect to separate their CGC Units into the underlying Public Shares and Public Warrants prior to exercising their redemption rights with respect to the Public Shares. If holders of CGC Units hold their CGC Units in an account at a brokerage firm or bank, such holders must notify their broker or bank that they elect to separate their CGC Units into the underlying Public Shares and Public Warrants, or if a holder holds CGC Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, CGC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to CGC in order to validly exercise its redemption rights.

The closing price of the CGC Class A Shares on May 1, 2026, the Record Date, was $[·]. The cash held in the Trust Account on the Record Date was approximately $[·] ($[·] per Public Share). Prior to exercising redemption rights, CGC Shareholders should verify the market price of the CGC Class A Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. CGC cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in the CGC Class A Shares when Public Shareholders wish to sell their shares.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate or any other person with whom he, she or it is acting in concert or as a partnership, syndicate or other group, will be restricted from seeking redemption with respect to more than 20% of the issued and outstanding Public Shares. Accordingly, all Public Shares in excess of 20% held by a shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will not be redeemed.

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Holders of CGC Units must elect to separate their CGC Units into the underlying Public Shares and CGC Public Warrants prior to exercising their redemption rights with respect to the Public Shares. If holders of CGC Units hold their CGC Units in an account at a brokerage firm or bank, such holders must notify their broker or bank that they elect to separate their CGC Units into the underlying Public Shares and Public Warrants, or if a holder holds CGC Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, CGC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to CGC in order to validly exercise its redemption rights.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with CGC’s consent, until the Closing. If you tender or deliver your Public Shares (and share certificates (if any) and other redemption forms) for redemption to Continental and later decide to withdraw such request prior to the deadline for submitting redemption requests, you may request that Continental return the shares (physically or electronically). You may make such request by contacting Continental at the address listed at the end of this section.

Any written demand of redemption rights must be received by Continental prior to the redemption deadline. No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental prior to the deadline for submitting redemption requests.

If the redemption demand is properly made as described above, then, if the Business Combination is consummated, CGC will redeem these Public Shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and will not be entitled to PubCo Series A Common Stock upon consummation of the Business Combination.

If you are a holder of CGC Class A Shares contemplating exercising your redemption rights, you are urged to consult your tax advisor to determine the tax consequences thereof.

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Non-U.S. Holders of PubCo Securities, and CGC,” U.S. Holders (as defined therein) will be subject to Section 367(b) of the Code and, as a result:

As discussed more fully under “Material U.S. Federal Income Tax Considerations for Holders of CGC Securities, Non-U.S. Holders of PubCo Securities, and CGC,” CGC believes that it is classified as a PFIC for U.S. federal income tax purposes. In such case, notwithstanding the U.S. federal income tax consequences of the Domestication discussed above, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of CGC Class A Shares or CGC Public Warrants for PubCo Common Stock or PubCo Warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is not possible to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. However, U.S. Holders that make or have made certain elections discussed further under “Material U.S. Federal Income Tax Considerations for Holders of CGC Securities, Non-U.S. Holders of PubCo Securities, and CGC” with respect to their CGC Class A Shares generally are not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to the CGC Public Warrants, and the application of the PFIC rules to the CGC Public Warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the section entitled “Material U.S. Federal Income Tax Considerations for Holders of CGC Securities, Non-U.S. Holders of PubCo Securities, and CGC.”

Each U.S. Holder of CGC Class A Shares or CGC Public Warrants is urged to consult its tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of CGC Class A Shares and CGC Public Warrants for PubCo Common Stock and PubCo Warrants pursuant to the Domestication.

Additionally, the Domestication may cause non-U.S. Holders to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s PubCo Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “Material U.S. Federal Income Tax Considerations for Holders of CGC Securities, Non-U.S. Holders of PubCo Securities, and CGC.”

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The Deferred Discount shall not, however, exceed $13.0 million. The Deferred Discount will become payable from the amounts held in the Trust Account solely on the closing of the Business Combination.

The following table illustrates the effective underwriting discount on a percentage basis for Public Shares at each redemption level identified below:

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Additionally, CGC engaged Cantor (the “Placement Agent”) to act as its sole Placement Agent of the PIPE Investment. The Placement Agent is entitled to be paid a fee at the Closing equal to $3,750,000.

Q:What happens if the Business Combination is not consummated?

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In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to CGC, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About CGC — Conflicts of Interest.”

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The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things: (i) the PubCo Series A Common Stock (including the PubCo Series A Common Stock issuable to the PIPE Investors pursuant to the Investor Stock Purchase Agreements) having been approved for listing on Nasdaq or the New York Stock Exchange, subject only to official notice of issuance; (ii) all conditions precedent to the Closing shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur substantially concurrently with the closing of the PIPE Financing; and (iii) the absence of specified adverse judgments, orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Investor Stock Purchase Agreements. The obligations of CGC to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and (ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the Investor Stock Purchase Agreements. The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the material truth and accuracy of the representations and warranties of CGC in the Investor Stock Purchase Agreements, subject to customary bringdown standards; and (ii) material compliance by CGC with its covenants, agreements and conditions under the Investor Stock Purchase Agreements. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Investor Stock Purchase Agreements.”

CGC has applied for listing, to be effective at Closing, of the PubCo Series A Common Stock on the Nasdaq Capital Market under the symbol “FAC.” CGC has also applied for listing of the PubCo Public Warrants on the Nasdaq Capital Market under the symbol “FACWW.” However, unlike the condition applicable to PubCo Series A Common Stock, there is no condition to Closing that the PubCo Public Warrants be approved for listing on Nasdaq, and there can be no assurance that the PubCo Public Warrants will be listed on Nasdaq or any other national securities exchange following the Closing. If the PubCo Public Warrants are not approved for listing on Nasdaq, the PubCo Public Warrants may trade on an over-the-counter market, which would adversely affect the liquidity and value of such warrants. Following the Closing, the CGC Units will cease to be listed and will no longer trade on Nasdaq, as the CGC Units will be automatically separated at the Merger Effective Time. It is important for you to consider that, at the time of the deadline for submitting redemption requests or the EGM, PubCo may not have received from Nasdaq either confirmation of the listing of the PubCo Series A Common Stock or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the EGM if PubCo has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without knowing whether PubCo’s securities will be listed on Nasdaq or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such condition is waived. Please see the subsection entitled “The Business Combination — Listing of PubCo’s Common Stock on Nasdaq” for additional information.

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Q:What do I need to do now?

If you are a holder of record of CGC Ordinary Shares on the Record Date, you may vote at the EGM or by submitting a proxy for the EGM. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. Any shareholder wishing to attend the meeting should register for the EGM by 5:00 p.m., Eastern Time, on [·], 2026, by contacting Morrow Sodali.

Holders of CGC Units do not need to separate their CGC Units into the underlying Public Shares and Public Warrants prior to voting such underlying Public Shares at the EGM if they do not wish to exercise redemption rights.

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As of the date hereof, the Initial Shareholders collectively own approximately 20% of the issued and outstanding CGC Ordinary Shares. The CGC Insiders have agreed to vote all CGC Ordinary Shares they own in favor of all of the proposals being presented at the EGM. The existence of financial and personal interests of one or more of CGC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of CGC and its shareholders and what he, she or they may believe is best for himself, herself or themselves. In addition, the Sponsor and CGC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, and CGC’s Directors and Officers in the Business Combination.”

The Business Combination was not structured to require the approval of at least a majority of CGC’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

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In the event of significant redemptions, with fewer Public Shares and Public Shareholders, the trading market for PubCo Series A Common Stock may be less liquid than the market for CGC Class A Shares was prior to the Business Combination, and PubCo may not be able to meet the listing standards for Nasdaq or another national securities exchange. If the net proceeds of the Business Combination and the PIPE Investments are less than Factorial anticipates, including as a result of redemptions of Public Shares, Factorial may need to make adjustments to its business plans in light of available capital resources and Factorial may need to seek additional funds earlier than Factorial anticipates. See “Risk Factors — Risks Related to Factorial — Risks Related to Our Limited Operating History — We will need substantial additional capital in the future to fund our business and may be unable to meet our future capital requirements, impairing our financial position and results of operations.”

The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemptions scenarios. This Trust Account value per share includes the per share cost of the Deferred Discount and PIPE placement agent fees.

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