Current Report · Items 1.01, 5.03, 5.07, 8.01, 9.01 · 8-K
CARTESIAN GROWTH CORP II
Entry into a Material Definitive Agreement · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders · Other Events
Item 1.01. Entry into a Material Definitive Agreement. The information provided in Item 5.03 of this Current Report on Form 8-K is also incorporated by reference into this Item 1.01.
Company context
Cartesian Growth Corporation II (OTCPK: RENEF) is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, or similar business combination with one or more businesses or entities. Cartesian II is an affiliate of Cartesian Capital Group, LLC, a global private equity firm and registered investment adviser headquartered in New York City. For more information, visit www.cartesiangrowth.com.
Current securities
Historical securities (6)
RENENASDAQ · EQUITY · Historical · closed May 12, 2025RENEFOTC · EQUITY · Historical · closed Oct 19, 2026RENEUNASDAQ · UNIT · Historical · closed Apr 11, 2025RENEUNASDAQ · UNIT · Historical · closed Aug 27, 2024RENEUNASDAQ · UNIT · Historical · closed Aug 27, 2024RENEWNASDAQ · WARRANT · Historical · closed May 12, 2025
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into
a Material Definitive Agreement.
The
information provided in Item 5.03 of this Current Report on Form 8-K is also incorporated by reference into this Item 1.01.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 30, 2026, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles
of Association (as amended, the “Charter”), which became effective solely upon the approval by the Company’s shareholders
thereof. The amendment extended the Termination Date from August 5, 2026 to August 5, 2027. The information disclosed in Item 5.07 of
this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein.
The
foregoing description of the amendment to the Charter does not purport to be complete and is qualified in its entirety by reference to
the full text of the amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On
July 30, 2026, the Company held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”). On July 6,
2026, the record date for the Extraordinary Meeting, there were 8,826,094 ordinary shares issued and outstanding entitled to be voted
at the Extraordinary Meeting (consisting of 8,826,092 shares of Class A ordinary shares and two shares of Class B ordinary shares of the
Company), approximately 89.177% of which were represented in person or by proxy at the Extraordinary Meeting.
The
final results for the matter submitted to a vote of the Company’s shareholders at the Extraordinary Meeting are as follows:
1.
The Extension Proposal
The
shareholders approved the proposal to amend the Company’s Charter to extend the date by which the Company must (1) effect a merger,
share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or
more businesses or entities, which the Company refers to as its initial business combination, (2) cease its operations except for the
purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, par
value $0.0001 per share, of the Company (“Class A Ordinary Shares”), included as part of the units sold in the Company’s
initial public offering that was consummated on May 10, 2022, if it fails to complete such initial business combination, from August 5,
2026 (the “Current Termination Date”) to August 5, 2027 (such date, the “Extended Date” and such proposal, the
“Extension Proposal”). The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
─────────────────────────────────────────────────────────────
7,870,808 0 0 0
A copy of the Extension Proposal is attached to this Current Report
on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
In
connection with the votes to approve the Extension, the holders of 2,601,058 shares of Class A Ordinary Shares of the Company properly
exercised their right to redeem their shares for cash at a redemption price of approximately $12.50 per share, for an aggregate redemption
amount of $32.5 million, leaving $5.9 million in the Trust Account.