Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): October 7, 2024

 

 

Cartesian Growth Corporation II

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands	001-41378	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

505 Fifth Avenue, 15th Floor New York, New York	10017
(Address of principal executive offices)	(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one class A ordinary share and one-third of one Warrant		RENEU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		RENE		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		RENEW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On October 7, 2024, Cartesian Growth Corporation II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”) entered into an amendment (the “Amendment”) to the Investment Management Trust Agreement, dated as of May 5, 2022 (the “Trust Agreement”), in order to permit the Trustee to hold funds in the Company’s trust account (the “Trust Account”) in an interest-bearing bank demand deposit account, in addition to investing such funds in U.S. government treasury obligations having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations (collectively, “Treasury Obligations”). In connection therewith, the Company directed the Trustee to move the funds held within the Trust Account, which were previously invested in Treasury Obligations, into an interest-bearing bank demand deposit account.

 

Other than set forth herein, the terms of the Trust Agreement remain unchanged.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.

 

Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 8.01.

Other Events.

 

On October 7, 2024, Cartesian Growth Corporation II (the “Company”) approved the twelfth one-month extension of the time period during which it may consummate an initial business combination (such time period, the “Business Combination Period”). In connection with this extension of the Business Combination Period to November 10, 2024 (the “Extension”), the Company drew an aggregate of $150,000 (the “Extension Funds”) from the unsecured promissory note in the principal amount of up to $1,800,000, dated November 6, 2023 (the “Note”), by the Company in favor of CGC II Sponsor LLC (the “Sponsor”). As provided for in the Company’s amended and restated memorandum and articles of association (as amended, the “Articles”), the Sponsor (or its affiliates or permitted designees) will deposit the Extension Funds into the trust account that was established by the Company in connection with its initial public offering.

 

The Extension is the twelfth of twelve one-month extensions permitted under the Articles.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit  No.		Description
10.1		Amendment No. 1 to Investment Management Trust Agreement, dated October 7, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CARTESIAN GROWTH CORPORATION II

 

By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Chief Executive Officer

 

Date: October 9, 2024

 

3

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT

 

THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 7, 2024, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “ Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

 

WHEREAS, on May 10, 2022, the Company consummated its initial public offering of units of the Company (the “Units”), each of which is composed of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”);

 

WHEREAS, simultaneously with the closing of the Offering, the Company consummated the sale of 8,900,000 private placement warrants, each exercisable to purchase one Ordinary Share at a price of $11.50 per share, at a price of $1.00 per private placement warrant in a private placement to our sponsor, generating gross proceeds of $8,900,000 (such private placement hereinafter referred to as the “Private Placement”);

 

WHEREAS, also simultaneously with the closing of the Offering, the Company’s sponsor, CGC II Sponsor LLC, a Cayman Islands limited liability company, loaned the Company $4,600,000 (such loan hereinafter referred to as the “Sponsor Loan”);

 

WHEREAS, $236,900,000 of the gross proceeds of the Offering, the Private Placement and the Sponsor Loan were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering pursuant to the Investment Management Trust Agreement made effective as of May 5, 2022, by and between the Company and the Trustee (the “Original Agreement”); and

 

WHEREAS, the parties desire to amend the Original Agreement to, among other things, reflect the amendment to the Original Agreement contemplated by the Trust Amendment.

 

 

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.

Amendment to Trust Agreement

 

(a)

Section 1(c) of the Original Agreement is hereby amended and restated to read in its entirety as follows:

 

“(c) In a timely manner, upon the written instruction of the Company, i) hold funds uninvested, ii) hold funds in an interest-bearing bank demand deposit account, or iii) invest and reinvest the Property in solely United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and while invested or uninvested, the Trustee may earn bank credits or other consideration.”

 

2.

Miscellaneous Provisions.

 

(a)            Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

Signatures on following page.

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

	CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Trustee
	By:	/s/ Francis Wolf
	Name:	Francis Wolf
	Title:	Vice President
	CARTESIAN GROWTH CORPORATION II, as the Company
	By:	/s/ Beth Michelson
	Name:	Beth Michelson
	Title:	Chief Financial Officer

 

 

Cover	Oct. 07, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 07, 2024
Entity File Number	001-41378
Entity Registrant Name	Cartesian Growth Corporation II
Entity Central Index Key	0001889112
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	505 Fifth Avenue
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	461-6363
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units Each Consisting Of One Class A Ordinary Share And One Third Of One Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one class A ordinary share and one-third of one Warrant
Trading Symbol	RENEU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	RENE
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	RENEW
Security Exchange Name	NASDAQ

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