SCHEDULE 13G: Tenor Capital Management Discloses 5.4% Passive Stake in Cartesian Growth Corporation III

Tenor Capital Management Company, L.P., along with its related entities, has disclosed a passive 5.4% beneficial ownership stake in Cartesian Growth Corporation III, holding 1,489,236 Class A ordinary shares.

Summary

• Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah have jointly filed a Schedule 13G, reporting beneficial ownership in Cartesian Growth Corporation III.
• The reporting persons collectively own 1,489,236 Class A ordinary shares, which represents 5.4% of the outstanding Class A ordinary shares.
• These shares are held in the form of Units, where each Unit consists of one Class A ordinary share and one-half of one redeemable warrant.
• The percentage is calculated based on 27,600,000 Units issued and outstanding as stated in the Issuer's 8-K filed on May 12, 2025.
• The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.

Sentiment

Score: 6

Explanation: The disclosure of a significant passive stake by an institutional investor is generally viewed as a neutral to slightly positive signal, indicating investor interest without implying any immediate operational changes or challenges for the company.

Positives

• A significant investment by an institutional investor like Tenor Capital Management Company, L.P. and its related entities may signal confidence in Cartesian Growth Corporation III's future prospects.
• The investment is stated to be for passive purposes, indicating no immediate intent to influence or change control of the issuer.

Risks

• The reporting persons disclaim beneficial ownership of the shares except to the extent of their pecuniary interest, which is a standard legal disclaimer but highlights that their interest is purely financial.
• The investment is passive, meaning the investors do not intend to influence management or corporate control, which could be a risk if the company requires active shareholder engagement.

Future Outlook

The document is a beneficial ownership report and does not contain any forward-looking statements or guidance regarding the issuer's future performance or strategic direction.

Management Comments

• The Class A Ordinary Shares reported herein are held in the form of units, each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-half of one redeemable warrant.
• By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares reported herein in the form of Units owned directly by the Master Fund.
• This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
• Each of the Reporting Persons disclaims beneficial ownership of the Shares in the form of Units reported herein except to the extent of the Reporting Person's pecuniary interest therein.
• The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

This filing indicates a significant passive investment by an institutional fund in Cartesian Growth Corporation III, which appears to be a Special Purpose Acquisition Company (SPAC) given its name and the structure of its securities (Units comprising shares and warrants). Such investments are common in the SPAC market, where institutional investors take positions in anticipation of a future business combination.

Comparison to Industry Standards

• This Schedule 13G filing is a standard disclosure for an investor or group crossing the 5% beneficial ownership threshold in a public company.
• The passive nature of the investment, as certified by the reporting persons, aligns with typical 13G filings where the intent is not to control or influence the issuer.
• There are no specific comparable companies or projects mentioned in this filing to assess results against.

Stakeholder Impact

• Shareholders: The disclosure of a new significant passive investor may be viewed positively, potentially increasing market confidence in the company.
• Management: The passive nature of the investment suggests no immediate intent by the reporting persons to influence management decisions or corporate strategy.

Next Steps

• The reporting persons will continue to monitor their investment in Cartesian Growth Corporation III.
• Further Schedule 13G/A amendments would be filed if there are material changes to their beneficial ownership or investment intent.

Key Dates

Keywords

Cartesian Growth Corporation III, Tenor Capital Management Company, Tenor Opportunity Master Fund, Robin Shah, Schedule 13G, beneficial ownership, Class A ordinary shares, SPAC, investment, passive stake, institutional investor