Cartesian Growth Corp II Files 2023 10-K

TL;DR

<b>Cartesian Growth Corp II has filed its annual 10-K report for the fiscal year ending December 31, 2023, detailing its financial structure and recent events.</b>

AI Summary

Cartesian Growth Corp II (REEUF) filed a Annual Report (10-K) with the SEC on March 20, 2024. Cartesian Growth Corp II filed its 10-K for the fiscal year ending December 31, 2023. The filing details various share classes including Founder Shares, Sponsor Shares, and Public Warrants. Key dates mentioned include the IPO on May 10, 2022, and various share issuance dates. The company's business address is 505 Fifth Avenue, 15th Floor, New York, NY 10017. Subsequent events related to the Sponsor are noted, with dates ranging from January 8, 2024, to March 5, 2024.

Why It Matters

For investors and stakeholders tracking Cartesian Growth Corp II, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Cartesian Growth Corp II's financial position and corporate structure as of year-end 2023, which is crucial for investors to assess the company's status and future prospects. The inclusion of numerous share classes, warrant details, and subsequent events offers insight into the company's capital structure, potential dilution, and ongoing operational activities.

Risk Assessment

Risk Level: low — Cartesian Growth Corp II shows low risk based on this filing. The filing is a standard 10-K for a SPAC, with no immediate red flags or significant financial distress indicated in the provided data.

Analyst Insight

Investors should review the detailed breakdown of share classes and subsequent events to understand potential dilution and ongoing business development.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-03-20 — Filing Date (As of date)
• 0001889112 — Central Index Key (Filer's unique identifier)
• 6770 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• Cartesian Growth Corp II (company) — Filer name
• 2023-12-31 (date) — Fiscal year end
• 505 Fifth Avenue, 15th Floor, New York, NY 10017 (address) — Business address
• 2022-05-10 (date) — IPO date
• 2024-03-05 (date) — Subsequent event date

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — Defines the reporting period for the 10-K.
• 2024-03-20: Filing Date — Date the 10-K was officially submitted to the SEC.
• 2022-05-10: IPO Date — Marks the initial public offering date.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This is the primary document type filed, containing detailed financial and operational information.)

SPAC

Special Purpose Acquisition Company: a shell company that is set up to acquire or merge with an existing company. (Cartesian Growth Corp II is identified as a SPAC, indicating its business model.)

Founder Shares

Shares issued to the founders of a company, often before the IPO, and typically subject to certain restrictions. (Details about these shares are included in the filing, impacting ownership structure.)

Public Warrants

Options that allow the holder to purchase a company's stock at a specified price within a certain timeframe, issued to the public. (Information on public warrants is relevant for understanding potential future share dilution.)

Key Financial Figures

• $0.0001 — LC Class A Ordinary Shares, par value $0.0001 per share RENE The Nasdaq Stock Mar
• $11.50 — Ordinary Share, at an exercise price of $11.50 RENEW The Nasdaq Stock Market LLC
• $10.67 — , 2023, based upon the closing price of $10.67 of the Registrant ' s common stock as r
• $10.00 — llotment option, at a purchase price of $10.00 per unit, generating total gross procee
• $230,000,000 — nit, generating total gross proceeds of $230,000,000. Simultaneously with the closing of the
• $1.00 — rice of $11.50 per share, at a price of $1.00 per private placement warrant in a priv
• $8,900,000 — r sponsor, generating gross proceeds of $8,900,000. Simultaneously with the closing of th
• $4,600,000 — public offering, our sponsor loaned us $4,600,000 at no interest. The sponsor loan will b
• $236,900,000 — ur Class A ordinary shares. A total of $236,900,000 ($10.30 per unit) of the net proceeds f
• $10.30 — inary shares. A total of $236,900,000 ($10.30 per unit) of the net proceeds from the
• $16,804,728 — the initial public offering amounted to $16,804,728, consisting of $4,600,000 of underwriti
• $11,500,000 — $4,600,000 of underwriting commissions, $11,500,000 of deferred underwriting commissions an
• $704,728 — f deferred underwriting commissions and $704,728 of other offering costs. Class B Conve
• $150,000 — ent") the lesser of (a) an aggregate of $150,000 and (b) $0.02 per public share that rem
• $0.02 — of (a) an aggregate of $150,000 and (b) $0.02 per public share that remains outstandi

Filing Documents

• tmb-20231231x10k.htm (10-K) — 1440KB
• tmb-20231231xex31d1.htm (EX-31.1) — 13KB
• tmb-20231231xex31d2.htm (EX-31.2) — 13KB
• tmb-20231231xex32d1.htm (EX-32.1) — 9KB
• tmb-20231231xex97.htm (EX-97) — 33KB
• 0001410578-24-000235.txt (&nbsp;) — 5825KB
• tmb-20231231.xsd (EX-101.SCH) — 46KB
• tmb-20231231_cal.xml (EX-101.CAL) — 23KB
• tmb-20231231_def.xml (EX-101.DEF) — 217KB
• tmb-20231231_lab.xml (EX-101.LAB) — 318KB
• tmb-20231231_pre.xml (EX-101.PRE) — 303KB
• tmb-20231231x10k_htm.xml (XML) — 815KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 9 Item 1B. Unresolved Staff Comments 43 Item 1C. Cybersecurity 43 Item 2.

Properties

Properties 43 Item 3.

Legal Proceedings

Legal Proceedings 44 Item 4. Mine Safety Disclosures 44 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 44 Item 6. [Reserved] 44 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 45 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 50 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 50 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 50 Item 9A.

Controls and Procedures

Controls and Procedures 50 Item 9B. Other Information 51 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 51 PART III Item 10. Directors, Executive Officers and Corporate Governance 52 Item 11.

Executive Compensation

Executive Compensation 56 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 57 Item 13. Certain Relationships and Related Transactions, and Director Independence 58 Item 14. Principal Accountant Fees and Services 61 PART IV Item 15. Exhibits, Financial Statement Schedules 63 Item 16. Form 10-K Summary 65

SIGNATURES

SIGNATURES Table of Contents CERTAIN TERMS Unless otherwise stated in this Annual Report on Form 10-K (this "Annual Report") or unless the context otherwise requires references to: "we," "us," "company" or "our company" are to Cartesian Growth Corporation II, a Cayman Islands exempted company; "Class A ordinary shares" are to our Class A ordinary shares of par value $0.0001 per share in the share capital of the company; "Class B ordinary shares" are to our Class B ordinary shares of par value $0.0001 per share in the share capital of the company; "Companies Act" are to the Companies Act (As Revised) of the Cayman Islands, as the same may be amended from time to time; "directorCo" is to CGC II Sponsor DirectorCo LLC, a Cayman Islands limited liability company; "equity-linked securities" are to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; "founder shares" are to our Class B ordinary shares initially purchased by our sponsor and directorCo in a private placement prior to the initial public offering, and the Class A ordinary shares that were issued upon the voluntary conversion of the Class B ordinary shares at the election of the holders thereof, or that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination, as described in our amended and restated memorandum and articles of association (for the avoidance of doubt, such shares of our Class A ordinary shares will not be "public shares"); "initial shareholders" are to our sponsor, directorCo and the other holders of our founder shares prior to the closing of the initial public offering; "management" or our "management team" are to our executive officers and directors; "ordinary shares" are to our Class A ordinary shares an

Business

Item 1. Business Introduction We are a blank check company newly incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting 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 we refer to throughout this Annual Report as our initial business combination. While we may pursue our initial business combination in any business industry or sector, we have initially focused on seeking high-growth businesses with proven or potential transnational operations or outlooks in order to capitalize on the experience, reputation, and network of our management team. Furthermore, we seek target businesses where we believe we will have an opportunity to drive ongoing value creation after our initial business combination is completed, as our management team has done with multiple investments over a wide range of sectors, industries and geographical locations. Initial Public Offering On May 10, 2022, we consummated the initial public offering of 23,000,000 units, including the full exercise by the underwriters of their over-allotment option, at a purchase price of $10.00 per unit, generating total gross proceeds of $230,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 8,900,000 private placement warrants, each exercisable to purchase one Class A 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. Simultaneously with the closing of the initial public offering, our sponsor loaned us $4,600,000 at no interest. The sponsor loan will be repaid or converted into sponsor loan warrants at a conversion price of $1.00 per sponsor loan warrant, at the sponsor's discretion. The sponsor loan warrants will be identical to the private placement warrants. If w

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View this 10-K filing on SEC EDGAR