Cartesian Growth II Seeks 9-Month Extension for SPAC Deal

TL;DR

**CGC II needs this extension or it's game over; redeem now if you want out at a slight premium to market.**

AI Summary

Cartesian Growth Corp II (CGC II) is seeking shareholder approval to extend its deadline for completing an initial business combination from November 5, 2025, to August 5, 2026. This extension, if approved, would provide an additional nine months for the SPAC to identify and merge with a target company. As of October 17, 2025, the Trust Account held approximately $88,728,622, implying a per-share redemption price of approximately $12.24. This is slightly higher than the Class A Ordinary Share closing price of $12.20 on the same date. Shareholders have the option to redeem their Class A Ordinary Shares for cash by October 30, 2025, regardless of how they vote on the extension. If the extension is not approved and no business combination is completed by November 5, 2025, the company will liquidate, redeeming public shares at a per-share price from the Trust Account and rendering warrants worthless. The Board unanimously recommends voting 'FOR' the Extension Proposal and the Adjournment Proposal.

Why It Matters

This extension is critical for Cartesian Growth Corp II as it directly impacts the SPAC's ability to complete a business combination, a core function of any SPAC. For investors, it means either continued opportunity for a potential merger upside or a chance to redeem shares at approximately $12.24, slightly above the recent market price of $12.20. The competitive SPAC landscape means that without an extension, CGC II faces liquidation, which would be a failure to execute its mandate and could impact investor confidence in similar SPACs. Employees and customers of a potential target company are indirectly affected, as a successful merger could lead to growth and stability.

Risk Assessment

Risk Level: medium — The risk level is medium because while shareholders can redeem their shares at approximately $12.24, slightly above the October 17, 2025, market price of $12.20, the failure to secure an extension would lead to liquidation and warrants expiring worthless. The company explicitly states it cannot assure sufficient liquidity for open market sales if shareholders wish to sell, indicating potential difficulty for those not opting for redemption.

Analyst Insight

Investors should carefully consider their long-term outlook on CGC II's ability to find a suitable business combination. If skeptical, they should exercise their redemption rights by October 30, 2025, to secure approximately $12.24 per share. Those optimistic about a future deal should vote 'FOR' the extension and hold their shares.

Key Numbers

• $88,728,622 — Trust Account balance (As of October 17, 2025, used to calculate redemption price)
• $12.24 — Anticipated per-share redemption price (Based on Trust Account balance as of October 17, 2025)
• $12.20 — Class A Ordinary Share closing price (On October 17, 2025, slightly below redemption price)
• November 5, 2025 — Current Termination Date (Original deadline for business combination)
• August 5, 2026 — Extended Date (Proposed new deadline for business combination)
• May 10, 2022 — IPO consummation date (Marks the start of the 42-month period for business combination)
• October 30, 2025 — Redemption request deadline (Two business days prior to the Extraordinary General Meeting)
• 12,999,712 — Total Ordinary Shares outstanding (As of record date October 10, 2025)

Key Players & Entities

• Cartesian Growth Corporation II (company) — Registrant seeking extension
• Peter Yu (person) — Chairman of the Board of Directors and Chief Executive Officer
• Greenberg Traurig, P.A. (company) — Location of Extraordinary General Meeting
• Continental Stock Transfer & Trust Company (company) — Company's transfer agent
• Sodali & Co LLC (company) — Proxy solicitor for the meeting
• SEC (regulator) — Securities and Exchange Commission
• Cayman Islands (regulator) — Jurisdiction of incorporation and governing law

FAQ

Risk Factors

• Failure to complete a business combination [high — operational]: The company has a limited timeframe to identify and complete a business combination. If an initial business combination is not consummated by November 5, 2025, the company will be forced to liquidate, redeeming public shares and rendering warrants worthless. This deadline is a critical operational risk.
• Redemption pressure impacting trust account [medium — financial]: Shareholders have the right to redeem their Class A Ordinary Shares for cash. As of October 17, 2025, the Trust Account held $88,728,622. A high redemption rate could significantly deplete the trust account, impacting the company's ability to fund a business combination or return capital upon liquidation.
• Market volatility affecting target valuation [medium — market]: The current market conditions and volatility could impact the valuation of potential target companies, making it more challenging to identify and agree upon a business combination that is accretive to shareholders. The closing price of $12.20 on October 17, 2025, is close to the redemption price, indicating sensitivity to market shifts.

Industry Context

Cartesian Growth Corp II operates within the Special Purpose Acquisition Company (SPAC) sector. The SPAC market has seen significant activity, but also increased scrutiny regarding deal quality and timelines. Companies like Cartesian Growth Corp II face pressure to identify suitable targets and complete transactions within their mandated periods, often navigating volatile market conditions that can impact valuations and investor sentiment.

Regulatory Implications

The primary regulatory implication for Cartesian Growth Corp II is adherence to SEC filing requirements and the rules governing SPACs. The extension proposal itself is subject to shareholder approval and must comply with the company's charter and applicable securities laws. Failure to meet deadlines or properly disclose information could lead to regulatory action.

What Investors Should Do

1. Vote 'FOR' the Extension Proposal.
2. Consider redeeming shares if the current share price is unattractive relative to the redemption price.
3. Review the terms of any potential business combination carefully.

Key Dates

• 2025-11-03: Extraordinary General Meeting — Shareholders will vote on the Extension Proposal and Adjournment Proposal.
• 2025-10-30: Redemption request deadline — Shareholders must submit redemption requests by this date to receive cash for their shares, impacting the final trust account balance.
• 2025-11-05: Current Termination Date — Original deadline for completing a business combination; failure to extend will lead to liquidation.
• 2026-08-05: Proposed Extended Date — New deadline for completing a business combination if the Extension Proposal is approved.
• 2022-05-10: IPO consummation date — Marks the beginning of the 42-month period for completing a business combination.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting, including executive compensation, board of directors, and other corporate governance matters. (This document is the proxy statement for Cartesian Growth Corp II's extraordinary general meeting, detailing the proposals shareholders will vote on.)

SPAC

Special Purpose Acquisition Company. A shell company that is created to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (Cartesian Growth Corp II is a SPAC seeking to complete a business combination.)

Business Combination

The merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more target businesses. (The primary objective of Cartesian Growth Corp II is to identify and complete a business combination.)

Trust Account

An account established by a SPAC to hold the proceeds from its IPO, which are typically invested in U.S. Treasury securities or money market funds. These funds are used for the business combination or to redeem shares. (The balance in the Trust Account ($88,728,622 as of Oct 17, 2025) determines the per-share redemption price.)

Redemption Price

The price at which public shareholders can redeem their shares for cash from the Trust Account, typically equal to the per-share amount held in trust at the time of redemption. (The anticipated redemption price of $12.24 per share is a key factor for shareholders deciding whether to redeem or hold their shares.)

Class A Ordinary Shares

The class of shares issued to public investors in the SPAC's IPO. (These are the shares held by public shareholders who have the right to vote and redeem.)

Year-Over-Year Comparison

This filing is a proxy statement for an extraordinary general meeting, not an annual report comparing year-over-year financial performance. The key focus is on the proposed extension of the business combination deadline from November 5, 2025, to August 5, 2026, and the associated shareholder votes. The trust account balance of $88,728,622 as of October 17, 2025, is a critical metric, but direct comparison to a prior period's financial highlights is not possible from this document.

Key Financial Figures

• $0.0001 — the Class A ordinary shares, par value $0.0001 per share, of the Company (“Class
• $88,728,622million — te. Based on the approximate amount of $88,728,622million held in the Trust Account as of October
• $12.24 — the Trust Account will be approximately $12.24at the time of the Extraordinary General
• $12.20 — Ordinary Share on October 17, 2025 was $12.20 per share. The Company cannot assure sh
• $100,000 — e Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses
• $88,728,622 — the Trust Account will be approximately $88,728,622at the time of the Extraordinary General

Filing Documents

• tm2528149d2_def14a.htm (DEF 14A) — 323KB
• tm2528149d2_def14aimg01.jpg (GRAPHIC) — 469KB
• tm2528149d2_def14aimg02.jpg (GRAPHIC) — 356KB
• 0001104659-25-100857.txt ( ) — 1459KB

RISK FACTORS

RISK FACTORS 12 THE EXTRAORDINARY GENERAL MEETING 16 PROPOSAL NO. 1 – THE EXTENSION PROPOSAL 20 PROPOSAL NO. 2 – THE ADJOURNMENT PROPOSAL 33 BENEFICIAL OWNERSHIP OF SECURITIES 34 SHAREHOLDER PROPOSALS 36 DELIVERY OF DOCUMENTS TO SHAREHOLDERS 36 WHERE YOU CAN FIND MORE INFORMATION 36 ANNEX A A-1 CARTESIAN GROWTH CORPORATION II PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING IN LIEU OF ANNUAL MEETING To Be Held at 10:30 AM, Eastern Time on November 3, 2025 This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by the Board for use at the Extraordinary General Meeting of the Company. The Extraordinary General Meeting will be held on November 3, 2025, at 10:30 a.m. local time, at the offices of Greenberg Traurig, P.A., 333 S.E. 2nd Avenue, Miami, Florida 33131, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. CAUTIONARY NOTE REGARDING

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This proxy statement contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may relate to the Company’s initial business combination and any other statements relating to future results, strategy and plans of the Company (including statements which may be identified by the use of the words “plans”, “expects” or “does not expect”, “estimated”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “targets”, “projects”, “contemplates”, “predicts”, “potential”, “continue”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might”, “will” or “will be taken”, “occur” or “be achieved”).

Forward-looking statements

Forward-looking statements are based on the opinions and estimates of management of the Company as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: · the occurrence of any event, change or other circumstances that could give rise to a delay in or the failure to enter into a definitive agreement relating to, or the Company’s ability to close an initial business combination,including with PLXSUR (as defined below); · the financial perf

View Full Filing

View this DEF 14A filing on SEC EDGAR