Cartesian Growth II Reports Material Agreement, Financial Obligation

TL;DR

**SPAC Cartesian Growth II just signed a big deal and took on debt, likely signaling a merger is coming soon.**

AI Summary

Cartesian Growth Corporation II filed an 8-K on January 19, 2024, to report an entry into a material definitive agreement and the creation of a direct financial obligation. This filing indicates that the company, a SPAC, is likely moving forward with a business combination or a significant financing event. For investors, this matters because it signals progress towards a potential merger, which could lead to a new operating company and a change in the stock's underlying value and risk profile.

Why It Matters

This filing signals that Cartesian Growth Corporation II is progressing towards a significant transaction, likely a merger, which will transform it from a 'blank check' company into an operating business.

Risk Assessment

Risk Level: medium — While progress is being made, the specifics of the material agreement and financial obligation are not disclosed, introducing uncertainty about the terms and the target company.

Analyst Insight

A smart investor would monitor subsequent filings (like a DEFM14A or S-4) for details on the merger target, valuation, and terms of the financial obligation before making investment decisions, as this 8-K only signals intent without specifics.

Key Players & Entities

• Cartesian Growth Corporation II (company) — the registrant filing the 8-K
• January 19, 2024 (date) — date of earliest event reported
• 001-41378 (other) — Commission File Number

Forward-Looking Statements

• Cartesian Growth Corporation II will announce the details of its definitive business combination agreement. (Cartesian Growth Corporation II) — medium confidence, target: 2024-03-31
• The company's stock price will experience increased volatility as more details about the merger target are released. (Cartesian Growth Corporation II) — high confidence, target: 2024-06-30

FAQ

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
• $250,000 — (the "Note") in the principal amount of $250,000 to CGC II Sponsor LLC (the "Sponsor").
• $1 — of the Note being converted divided by $1.00, rounded up to the nearest whole num

Filing Documents

• tm243726d1_8k.htm (8-K) — 32KB
• tm243726d1_ex10-1.htm (EX-10.1) — 30KB
• 0001104659-24-005263.txt ( ) — 295KB
• reneu-20240119.xsd (EX-101.SCH) — 4KB
• reneu-20240119_def.xml (EX-101.DEF) — 27KB
• reneu-20240119_lab.xml (EX-101.LAB) — 36KB
• reneu-20240119_pre.xml (EX-101.PRE) — 25KB
• tm243726d1_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive 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.

03. Creation of a 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 January 19, 2024, Cartesian Growth Corporation II (the "Company") issued an unsecured promissory note (the "Note") in the principal amount of $250,000 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d)Exhibits. Exhibit No. Description 10.1 Promissory Note issued in favor of CGC II Sponsor LLC, dated January 19, 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: January 19, 2024

View Full Filing

View this 8-K filing on SEC EDGAR