Current Report · Items 1.01, 2.03, 9.01 · 8-K
CARTESIAN GROWTH CORP II
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01. Entry into a Material Definitive Agreement. The information provided in Item 2.03 of this Current Report on Form 8-K is 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
Recent company filings
- 425 filingAug 14, 2026
- Regulation FD DisclosureAug 14, 2026
- 10-Q filingAug 14, 2026
- 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 EventsAug 4, 2026
- 425 filingJul 27, 2026
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 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 12, 2026, Cartesian
Growth Corporation II (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount
of $150,000 to CGC II Sponsor LLC (the “Sponsor”). The Note does not bear interest and the principal balance will be payable
on the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the
winding up of the Company is effective (such earlier date, the “Maturity Date”). In the event the Company consummates its
initial business combination, the Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding
under the Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of
the Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any,
would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering (the
“IPO”), as described in the prospectus for the IPO dated May 5, 2022 and filed with the U.S. Securities and Exchange Commission,
including the transfer restrictions applicable thereto. The Note is subject to customary events of default, the occurrence of certain
of which automatically triggers the unpaid principal balance
of the Note and all other sums payable with regard to the Note becoming immediately due and payable.
The
issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
The
foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.