RENE / Cartesian Growth Corporation II - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

مؤسسة النمو الديكارتي II
US ˙ NasdaqGM ˙ KYG193051128
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الإحصائيات الأساسية
CIK 1889112
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cartesian Growth Corporation II
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
September 4, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 2, 2025 Cartesian Growt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 2, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (C

August 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

August 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2025 Cartesian Growth C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Comm

July 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2025 Cartesian Growth Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commi

June 24, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2025 Cartesian Growth Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commis

May 28, 2025 EX-10.1

Promissory Note issued in favor of CGC II Sponsor LLC, dated May 27, 2025

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED

May 28, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 27, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commis

May 19, 2025 EX-16.1

Letter from Marcum LLP, dated May 19, 2025 addressed to the Securities and Exchange Commission.

Exhibit 16.1 May 19, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Cartesian Growth Corporation II under Item 4.01 of its Form 8-K dated May 13, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Cartesian Growth Corporati

May 19, 2025 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 13, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commis

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

May 9, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commiss

May 2, 2025 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commiss

April 7, 2025 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commi

March 31, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41

March 31, 2025 EX-19.1

Insider Trading Policy.*

Exhibit 19.1 CARTESIAN GROWTH CORPORATION II INSIDER TRADING POLICY Cartesian Growth Corporation II (the “Company”) has adopted the following policy and procedures for securities trading by the Company and the Company’s directors, employees and other individuals (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider t

March 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 3, 2025 Cartesian Growth Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 3, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commi

February 14, 2025 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ef20043323ex99-1.htm EXHIBIT 99.1 Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares of Cartesian Growth Corporation II, and further agree that t

February 14, 2025 EX-1

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)

Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

February 4, 2025 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

January 2, 2025 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 2, 2025 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Com

December 18, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 16, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (C

December 18, 2024 EX-10.1

Promissory Note issued in favor of CGC II Sponsor LLC, dated December 16, 2024

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED

December 4, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

November 15, 2024 SC 13G/A

RENE / Cartesian Growth Corporation II / Vivaldi Asset Management, LLC - 13G/A RENE Passive Investment

SC 13G/A 1 schedule13ganene111424.htm 13G/A RENE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cartesian Growth Corporation II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G19305112 (CUSIP Number) September 30, 2024 (Date of Event which Requi

November 14, 2024 SC 13G

RENE / Cartesian Growth Corporation II / Westchester Capital Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Cartesian Growth Corporation II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G19305112 (CUSIP Number) September 30, 2024 (Date o

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 8, 2024 EX-3.1

Amendment to the Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARTESIAN GROWTH CORPORATION II RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Articles 49.7 and 49.8 in their entirety and the insertion of the fo

November 8, 2024 EX-10.1

Promissory Note issued in favor of CGC II Sponsor LLC, dated November 6, 2024

EX-10.1 4 tm2427772d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY

November 8, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

November 8, 2024 EX-3.1

Amendment to the Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARTESIAN GROWTH CORPORATION II RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Articles 49.7 and 49.8 in their entirety and the insertion of the fo

November 8, 2024 EX-10.2

Promissory Note issued in favor of CGC II Sponsor LLC, dated November 6, 2024

Exhiibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNE

November 8, 2024 EX-3.2

Amendment to the Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARTESIAN GROWTH CORPORATION II RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended as follows: 1. the deletion of the existing Articles 49.2, 49.4 and 49.5 in their entirety and the i

November 8, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2024 Cartesian Growth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

November 8, 2024 EX-3.2

Amendment to the Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARTESIAN GROWTH CORPORATION II RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended as follows: 1. the deletion of the existing Articles 49.2, 49.4 and 49.5 in their entirety and the i

November 8, 2024 EX-10.2

Promissory Note issued in favor of CGC II Sponsor LLC, dated November 6, 2024

Exhiibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNE

November 8, 2024 EX-10.1

Promissory Note issued in favor of CGC II Sponsor LLC, dated November 6, 2024

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

October 24, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission

October 24, 2024 CORRESP

October 24, 2024

October 24, 2024 U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Cartesian Growth Corporation II Preliminary Proxy Statement on Schedule 14A Filed October 22, 2024 File No. 001-41378 Dear Mr. Alper and Ms. Lippmann: Cartesian Growth Corporation II (the “Company,” “we,” “our” or “us”) hereby transmits its supplementary response to th

October 22, 2024 CORRESP

October 22, 2024

October 22, 2024 U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Cartesian Growth Corporation II Preliminary Proxy Statement on Schedule 14A Filed October 9, 2024 File No. 001-41378 Dear Mr. Alper and Ms. Lippmann: Cartesian Growth Corporation II (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment lette

October 22, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use

October 16, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 15, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

October 16, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 15, 2024 Cartesian Growth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 15, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

October 9, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 7, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Com

October 9, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission

October 9, 2024 EX-10.1

Amendment No. 1 to Investment Management Trust Agreement, dated October 7, 2024

Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 7, 2024, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “ Trustee”). Capitalized terms containe

October 7, 2024 SC 13G/A

RENE / Cartesian Growth Corporation II / CALAMOS INVESTMENT TRUST/IL - SC 13G/A Passive Investment

SC 13G/A 1 tm2425684d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Cartesian Growth Corp II. (Name of Issuer) Class A (Title of Class of Securities) G19305112 (CUSIP Number) 9/30/24 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

September 6, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 5, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (C

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

August 8, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Comm

July 16, 2024 EX-10.1

Promissory Note issued in favor of CGC II Sponsor LLC, dated July 12, 2024

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED

July 16, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 12, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commi

July 10, 2024 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 3, 2024 Cartesian Growth C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 3, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Comm

July 9, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 3, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commis

June 7, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 5, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commis

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

May 8, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commiss

April 10, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 9, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commi

March 20, 2024 EX-97

Cartesian Growth Corporation II Executive Officer Clawback Policy*

EXHIBIT 97 CARTESIAN GROWTH CORPORATION II (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability.

March 20, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41

March 7, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 5, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commi

February 22, 2024 SC 13G/A

RENE / Cartesian Growth Corporation II / Shaolin Capital Management LLC Passive Investment

SC 13G/A 1 shaolinrene123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cartesian Growth Corp II (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G19305112 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this State

February 14, 2024 SC 13G

RENE / Cartesian Growth Corporation II / Vivaldi Asset Management, LLC Passive Investment

SC 13G 1 schedule13grene21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cartesian Growth Corporation II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G19305112 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this

February 14, 2024 SC 13G/A

RENE / Cartesian Growth Corporation II / BALYASNY ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 d754829dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Cartesian Growth Corporation II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) G19305112 (CINS Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

February 14, 2024 SC 13G

RENE / Cartesian Growth Corporation II / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment

SC 13G 1 tm246034d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Cartesian Growth Corp II. (Name of Issuer) Class A (Title of Class of Securities) G19305112 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

February 14, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d754829dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Cartesian Gr

February 12, 2024 EX-99.1

Joint Filing Agreement, dated as of February 12, 2024, by and among the Reporting Persons

EX-99.1 2 ea193056ex99-1cartesian2.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 12, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached

February 12, 2024 SC 13G/A

KYG193051045 / CARTESIAN GROWTH CORP II / CANTOR FITZGERALD SECURITIES - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea193056-13ga1cantorcart2.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Cartesian Growth Corporation II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G19305 104 (CUSIP Number) December 31, 2023 (Da

February 8, 2024 EX-99.1

Joint Filing Agreement, dated as of February 8, 2024 by and among Wealthspring Capital LLC and Matthew Simpson.

EX-99.1 2 ea192854ex99-1carte2.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 8, 2024 BY AND AMONG WEALTHSPRING CAPITAL LLC AND MATTHEW SIMPSON Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Sche

February 8, 2024 SC 13G

RENE / Cartesian Growth Corporation II / Wealthspring Capital LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ea192854-13gwealthcarte2.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cartesian Growth Corporation II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G19305112 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this S

February 5, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 5, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

January 19, 2024 SC 13G/A

RENE / Cartesian Growth Corporation II / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 p24-0163sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cartesian Growth Corporation II (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G19305112 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Chec

January 19, 2024 EX-10.1

Promissory Note issued in favor of CGC II Sponsor LLC, dated January 19, 2024

Exhibit 10.1   THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGN

January 19, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

January 8, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 8, 2024 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Com

December 6, 2023 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2023 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 8, 2023 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2023 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

November 7, 2023 EX-10.1

Promissory Note issued in favor of CGC II Sponsor LLC, dated November 6, 2023

Exhibit 10.1   THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER

November 7, 2023 EX-3.1

Amendment to the Amended and Restated Memorandum and Articles of Association. (2)

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARTESIAN GROWTH CORPORATION II RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Articles 49.7 and 49.8 in their entirety and the insertion of the fo

November 7, 2023 EX-3.1

Amendment to the Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARTESIAN GROWTH CORPORATION II RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Articles 49.7 and 49.8 in their entirety and the insertion of the fo

November 7, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2023 Cartesian Growth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2023 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

November 7, 2023 EX-10.1

Promissory Note issued in favor of CGC II Sponsor LLC, dated November 6, 2023. (2)

Exhibit 10.1   THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER

November 7, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2023 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

October 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2023 Cartesian Growth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2023 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

October 27, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2023 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

October 13, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission

October 13, 2023 EX-10.1

Promissory Note issued in favor of CGC II Sponsor LLC, dated October 12, 2023

Exhibit 10.1   THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGN

October 13, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 12, 2023 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Co

September 29, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 29, 2023 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (

September 21, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001

May 5, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

March 30, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41

March 30, 2023 EX-4.5

Description of Registrant’s Securities.*

EX-4.5 Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of certain securities of Cartesian Growth Corporation II, a Cayman Islands exempted company (“we,” “us,” “our,” “the company” or “our company”), is not intended to be a complete summary of the rights and preferences of su

February 14, 2023 SC 13G

RENE / Cartesian Growth Corp II - Class A / BALYASNY ASSET MANAGEMENT LLC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cartesian Growth Corporation II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) G19305112 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 14, 2023 SC 13G

RENE / Cartesian Growth Corp II - Class A / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Cartesian Growth Corp II (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G19305112 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

February 14, 2023 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Cartesian Growth Corporation II. This Joint Fili

February 13, 2023 SC 13G

RENE / Cartesian Growth Corp II - Class A / CGC II Sponsor LLC - SC 13G Passive Investment

SC 13G 1 d463855dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Cartesian Growth Corporation II (Name of Issuer) Class A ordinary shares, par valu

February 13, 2023 EX-99.1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 d463855dex991.htm EX-99.1 Exhibit 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint a

February 9, 2023 SC 13G

RENE / Cartesian Growth Corp II - Class A / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Cartesian Growth Corp II (Name of Issuer) Class A (Title of Class of Securities) G19305112 (CUSIP Number) 12/30/2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 2, 2023 SC 13G

RENE / Cartesian Growth Corp II - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - CARTESIAN GROWTH CORPORATION II Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cartesian Growth Corporation II (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G19305112 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designat

November 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41378 CARTESIAN

June 22, 2022 EX-99.1

CARTESIAN GROWTH CORPORATION II ANNOUNCES THE SEPARATE TRADING OF ITS CLASS A ORDINARY SHARES AND WARRANTS, COMMENCING JUNE 27, 2022

Exhibit 99.1 CARTESIAN GROWTH CORPORATION II ANNOUNCES THE SEPARATE TRADING OF ITS CLASS A ORDINARY SHARES AND WARRANTS, COMMENCING JUNE 27, 2022 New York, NY – (June 22, 2022) – Cartesian Growth Corporation II (the “Company”) announced today that, commencing Monday, June 27, 2022, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Compan

June 22, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 22, 2022 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commi

June 17, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41378 Cartesian Growth Corp

May 16, 2022 EX-99.1

Joint Filing Agreement, dated as of May 16, 2022, by and among the Reporting Persons

EX-99.1 2 ea159923ex99-1cartesian2.htm JOINT FILING AGREEMENT, DATED AS OF MAY 16, 2022, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an

May 16, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2022 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdiction of incorporation) (Commis

May 16, 2022 SC 13G

CANTOR FITZGERALD SECURITIES - SCHEDULE 13G

SC 13G 1 ea159923-13gcantorcartes2.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Cartesian Growth Corporation II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G19305 104 (CUSIP Number) May 9, 2022 (Date of Event Which Requires F

May 16, 2022 SC 13G

BALYASNY ASSET MANAGEMENT LLC - SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cartesian Growth Corporation II (Name of Issuer) Common Stock (Title of Class of Securities) G19305104 (CINS Number) May 6, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? Rule 13d-1

May 16, 2022 EX-99.1

CARTESIAN GROWTH CORPORATION II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 688) F-2 Financial Statement: Balance Sheet as of May 10, 2022 F-3 Notes to Financial Statement F-4

Exhibit 99.1 CARTESIAN GROWTH CORPORATION II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 688) F-2 Financial Statement: Balance Sheet as of May 10, 2022 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Cartesian Growth Corporation II Opinion on the Fi

May 11, 2022 EX-10.6

Promissory Note for Sponsor Loan, dated May 5, 2022, issued to CGC II Sponsor LLC (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on May 11, 2022 and incorporated by reference herein)

Exhibit 10.6 THIS PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED

May 11, 2022 EX-10.2

Private Placement Warrant Purchase Agreement, dated May 5, 2022, between the Company and the Sponsor. (1)

Exhibit 10.2 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of May 5, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and CGC II Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”). WHEREA

May 11, 2022 EX-10.4

Private Placement Warrants Purchase Agreement, dated May 5, 2022, between the Company and Piper Sandler & Co. (1)

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this ?Agreement?) is made as of the 5th day of May, 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the ?Company?), and Piper Sandler & Co. (the ?Subscriber?). WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the

May 11, 2022 EX-4.1

Warrant Agreement, dated May 5, 2022, between the Company and Continental.(1)

Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”), dated as of May 5, 2022, is by and between Cartesian Growth Corporation II, a Cayman Islands exempted company, with offices at 505 Fifth Avenue, 15th Floor, New York, New York (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New

May 11, 2022 EX-1.1

Underwriting Agreement, dated May 5, 2022, between the Company and Cantor Fitzgerald & Co.

Exhibit 1.1 UNDERWRITING AGREEMENT between CARTESIAN GROWTH CORPORATION II and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: May 5, 2022 CARTESIAN GROWTH CORPORATION II UNDERWRITING AGREEMENT New York, New York May 5, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: T

May 11, 2022 EX-10.9

Letter Agreement, dated May 5, 2022, between the Company and each officer and director of the Company. (1)

Exhibit 10.9 LETTER AGREEMENT May 5, 2022 Cartesian Growth Corporation II 505 Fifth Avenue, 15th Floor New York, New York 10017 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Re: Initial Public Offering. Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) enter

May 11, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d318882d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 5, 2022 Cartesian Growth Corporation II (Exact name of registrant as specified in its charter) Cayman Islands 001-41378 N/A (State or other jurisdict

May 11, 2022 EX-99.2

Cartesian Growth Corporation II Announces Closing of $230 Million Initial Public Offering

Exhibit 99.2 Cartesian Growth Corporation II Announces Closing of $230 Million Initial Public Offering New York, NY ? (May 10, 2022) ? Cartesian Growth Corporation II (the ?Company?) announced today the closing of its initial public offering of 23,000,000 units, including 3,000,000 units pursuant to the exercise of the underwriters? over-allotment option. The offering was priced at $10.00 per unit

May 11, 2022 EX-10.10

Form of Indemnity Agreement. (1)

EX-10.10 14 d318882dex1010.htm EX-10.10 Exhibit 10.10 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into on May 5, 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”). RECITALS WHEREAS, it is customary to provide officers and/or directors with adequate protection through insurance or ad

May 11, 2022 EX-10.5

Registration Rights Agreement, dated May 5, 2022, among the Company, the Sponsor and certain securityholders. (1)

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of May 5, 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the ?Company?), and each undersigned party listed under the heading ?Holder? on the signature page hereto (such party, together with any person or entity who hereafter becomes a party t

May 11, 2022 EX-10.3

Private Placement Warrants Purchase Agreement, dated May 5, 2022, between the Company and Cantor Fitzgerald & Co. (1)

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 5th day of May, 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”). WHEREAS, the Company desires to sell to the Subscriber on a private placement basis

May 11, 2022 EX-10.7

Administrative Services Agreement, dated May 5, 2022, between the Company and the Sponsor. (1)

Exhibit 10.7 ADMINISTRATIVE SERVICES AGREEMENT May 5, 2022 CGC II Sponsor LLC 505 Fifth Avenue, 15th Floor New York, New York 10017 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the

May 11, 2022 EX-10.8

Letter Agreement, dated May 5, 2022, between the Company and the Sponsor. (1)

Exhibit 10.8 LETTER AGREEMENT May 5, 2022 Cartesian Growth Corporation II 505 Fifth Avenue, 15th Floor New York, New York 10017 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Re: Initial Public Offering. Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) enter

May 11, 2022 EX-99.1

Cartesian Growth Corporation II Announces Pricing of $200 Million Initial Public Offering

Exhibit 99.1 Cartesian Growth Corporation II Announces Pricing of $200 Million Initial Public Offering New York, NY – (May 5, 2022) – Cartesian Growth Corporation II (the “Company”) announced today the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units are expected to commence trading on May 6, 2022 on the Nasdaq Global Market under the symbol “RENE

May 11, 2022 EX-10.1

Investment Management Trust Agreement, dated May 5, 2022, between the Company and Continental. (1)

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of May 5, 2022 by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Registration Statement on Form S-1 (File No. 333-261866) (the

May 11, 2022 EX-3.1

Amended and Restated Memorandum and Articles of Association of the Company, dated May 5, 2022 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 11, 2022 and incorporated by reference herein)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARTESIAN GROWTH CORPORATION II (ADOPTED BY SPECIAL RESOLUTION DATED 5 MAY 2022 AND EFFECTIVE ON 5 MAY 2022) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CARTESIA

May 9, 2022 424B4

$200,000,000 Cartesian Growth Corporation II 20,000,000 Units

424B4 1 d198673d424b4.htm FORM 424(B)(4) Table of Contents FILED PURSUANT TO RULE 424(b)(4) File No. 333-261866 PROSPECTUS $200,000,000 Cartesian Growth Corporation II 20,000,000 Units Cartesian Growth Corporation II is 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 purch

May 5, 2022 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cartesian Growth Corporation II (Exact Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cartesian Growth Corporation II (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

May 3, 2022 CORRESP

CARTESIAN GROWTH CORPORATION 505 Fifth Avenue, 15th Floor New York, New York 10017

CORRESP 1 filename1.htm CARTESIAN GROWTH CORPORATION 505 Fifth Avenue, 15th Floor New York, New York 10017 May 3, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown Re: Cartesian Growth Corporation II Registration Statement on Form S-1 File No. 333-261866 Dear Ms. Brown: Cartesian Growth

May 3, 2022 CORRESP

* * * [Signature Page Follows]

May 3, 2022 VIA EDGAR United States Securities and Exchange Commission Office of Real Estate & Construction100 F Street, N.

April 28, 2022 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 CARTESIAN GROWTH CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 6

Table of Contents As filed with the U.S. Securities and Exchange Commission on April 28, 2022. 333-261866 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARTESIAN GROWTH CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdictio

April 28, 2022 EX-10.6

Form of Investment Management Trust Agreement.**

Exhibit 10.6 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of [?], 2022 by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the ?Company?) and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Registration Statement on Form S-1 (File No. 333-261866)

April 28, 2022 EX-10.10

Form of Promissory Note for Sponsor Loan.**

Exhibit 10.10 THIS PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNE

April 28, 2022 EX-4.4

Form of Warrant Agreement.**

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and between Cartesian Growth Corporation II, a Cayman Islands exempted company, with offices at 505 Fifth Avenue, 15th Floor, New York, New York (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New Y

April 28, 2022 EX-10.7

Form of Registration Rights Agreement.**

Exhibit 10.7 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●] 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (such party, together with any person or entity who hereafter becomes a pa

March 11, 2022 EX-10.14

Second Amended and Restated Promissory Note, dated February 25, 2022, issued to the Sponsor.*

Exhibit 10.14 THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, S

March 11, 2022 S-1/A

As filed with the U.S. Securities and Exchange Commission on March 11, 2022.

Table of Contents As filed with the U.S. Securities and Exchange Commission on March 11, 2022. 333-261866 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARTESIAN GROWTH CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdictio

March 11, 2022 EX-1.1

Form of Underwriting Agreement.*

Exhibit 1.1 UNDERWRITING AGREEMENT between CARTESIAN GROWTH CORPORATION II and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: [•], 2022 CARTESIAN GROWTH CORPORATION II UNDERWRITING AGREEMENT New York, New York [•], 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The u

March 11, 2022 EX-10.9

Form of Private Placement Warrant Purchase Agreement between the Registrant and Cantor Fitzgerald & Co.**

EX-10.9 3 d198673dex109.htm EX-10.9 Exhibit 10.9 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”). WHEREAS, the Company desires to sell to the Subs

March 11, 2022 EX-FILING FEES

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Cartesian Growth Corporation II (Exact Name of Registrant As Specified in its Charter) Table 1: Newly Registered Securities and Carryforward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Per Unit (1) Fee Rate Amount of Registration Fee Newly Registered Security Fees Previously Paid Other Units, each consisting of one Class A ordinary share, $0.

March 11, 2022 EX-10.15

Form of Private Placement Warrant Purchase Agreement between the Registrant and Piper Sandler & Co.*

Exhibit 10.15 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and Piper Sandler & Co. (the “Subscriber”). WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (th

January 14, 2022 S-1/A

As filed with the U.S. Securities and Exchange Commission on January 14, 2022.

S-1/A 1 d283866ds1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on January 14, 2022. 333-261866 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARTESIAN GROWTH CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State o

January 14, 2022 EX-4.4

Form of Warrant Agreement.*

EX-4.4 7 d283866dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Cartesian Growth Corporation II, a Cayman Islands exempted company, with offices at 505 Fifth Avenue, 15th Floor, New York, New York (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices

January 14, 2022 EX-10.9

Form of Private Placement Warrant Purchase Agreement between the Registrant and Cantor Fitzgerald & Co.*

EX-10.9 15 d283866dex109.htm EX-10.9 Exhibit 10.9 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of [•] 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”). WHEREAS, the Company desires to sell to the Subs

January 14, 2022 EX-10.7

Form of Registration Rights Agreement.*

EX-10.7 13 d283866dex107.htm EX-10.7 Exhibit 10.7 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●] 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (such party, together with any person

January 14, 2022 EX-10.11

Form of Administrative Services Agreement between the Registrant and the Sponsor.*

Exhibit 10.11 FORM OF ADMINISTRATIVE SERVICES AGREEMENT [•], 2022 CGC II Sponsor LLC 505 Fifth Avenue, 15th Floor New York, New York 10017 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”)

January 14, 2022 EX-10.8

Form of Private Placement Warrant Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.8 FORM OF PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and CGC II Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

January 14, 2022 EX-10.13

Amended and Restated Promissory Note, dated January 13, 2022, issued to the Sponsor.*

Exhibit 10.13 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN

January 14, 2022 EX-10.4

Form of Letter Agreement between the Registrant and the Sponsor.*

Exhibit 10.4 LETTER AGREEMENT [?], 2022 Cartesian Growth Corporation II 505 Fifth Avenue, 15th Floor New York, New York 10017 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Re: Initial Public Offering. Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered

January 14, 2022 EX-10.5

Form of Letter Agreement between the Registrant and each director, director nominee and executive officer of the Registrant.*

EX-10.5 11 d283866dex105.htm EX-10.5 Exhibit 10.5 LETTER AGREEMENT [●], 2022 Cartesian Growth Corporation II 505 Fifth Avenue, 15th Floor New York, New York 10017 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Re: Initial Public Offering. Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (

January 14, 2022 EX-14

Form of Code of Ethics.*

EX-14 20 d283866dex14.htm EX-14 Exhibit 14 FORM OF CODE OF ETHICS OF CARTESIAN GROWTH CORPORATION II 1. Introduction The board of directors (the “Board”) of Cartesian Growth Corporation II (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all directors, officers and employees of the Company, with the intent to: • pro

January 14, 2022 EX-3.2

Amended and Restated Memorandum and Articles of Association.*

EX-3.2 3 d283866dex32.htm EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARTESIAN GROWTH CORPORATION II (ADOPTED BY SPECIAL RESOLUTION DATED [ ] AND EFFECTIVE ON [ ]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSO

January 14, 2022 EX-4.2

Specimen Class A Ordinary Share Certificate.*

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES CARTESIAN GROWTH CORPORATION II INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP [•] is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US $0.0001 CARTESIAN GROWTH CORPORATION II (THE “COMPANY”) transfera

January 14, 2022 EX-99.6

Form of Compensation Committee Charter.*

Exhibit 99.6 FORM OF COMPENSATION COMMITTEE CHARTER OF CARTESIAN GROWTH CORPORATION II 1. PURPOSE The Compensation Committee (the ?Committee?) is a committee of the board of directors (the ?Board?) of Cartesian Growth Corporation II, a Cayman Islands exempted company (the ?Company?). The Committee shall have responsibility for the compensation of the Company?s executive officers, including the Com

January 14, 2022 EX-99.7

Consent of Rafael de Luque.*

Exhibit 99.7 Consent of Director Nominee Cartesian Growth Corporation II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Cartesian Growth Corporation II (the ?Company?), the undersigned hereby consents to being named and described as a di

January 14, 2022 EX-4.3

Specimen Warrant Certificate.*

Exhibit 4.3 FORM OF WARRANT CERTIFICATE [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CARTESIAN GROWTH CORPORATION II Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that [●], or registered assigns, is the regis

January 14, 2022 EX-4.1

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CARTESIAN GROWTH CORPORATION II CUSIP [•] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share”), of Cartesian Growth Corporation II, a Cayman Islands exe

January 14, 2022 EX-10.10

Form of Promissory Note for Sponsor Loan.*

EX-10.10 16 d283866dex1010.htm EX-10.10 Exhibit 10.10 THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED

January 14, 2022 EX-10.12

Form of Indemnity Agreement.*

Exhibit 10.12 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into on [•], 2022, by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”). RECITALS WHEREAS, it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against claims and

January 14, 2022 EX-10.6

Form of Investment Management Trust Agreement.*

Exhibit 10.6 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2022 by and between Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Registration Statement on Form S-1 (File No. 333-261866)

January 14, 2022 EX-1.1

Form of Underwriting Agreement.*

EX-1.1 2 d283866dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between CARTESIAN GROWTH CORPORATION II and CANTOR FITZGERALD & CO. Dated: [●], 2022 CARTESIAN GROWTH CORPORATION II UNDERWRITING AGREEMENT New York, New York [●], 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersi

January 14, 2022 EX-99.5

Form of Audit Committee Charter.*

EX-99.5 21 d283866dex995.htm EX-99.5 Exhibit 99.5 FORM OF AUDIT COMMITTEE CHARTER OF CARTESIAN GROWTH CORPORATION II 1. PURPOSE The Audit Committee (the “Committee”) is a committee of the board of directors (the “Board”) of Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company”). The Committee shall provide assistance to the Board in fulfilling its legal and fiduciary ob

December 23, 2021 S-1

As filed with the U.S. Securities and Exchange Commission on December 23, 2021.

S-1 1 d198673ds1.htm FORM S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on December 23, 2021. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARTESIAN GROWTH CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jur

December 23, 2021 EX-99.3

Consent of Allan Leighton.*

Exhibit 99.3 Consent of Director Nominee Cartesian Growth Corporation II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Cartesian Growth Corporation II (the “Company”), the undersigned hereby consents to being named and described as a di

December 23, 2021 EX-3.1

Memorandum and Articles of Association.*

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF CARTESIAN GROWTH CORPORATION II Auth Code: F09851407486 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF CARTESIAN GROWTH CORPORATION II 1 The name of the Company is Cartesian Growth Corpora

December 23, 2021 EX-99.4

Consent of Sheryl Schwartz.*

Exhibit 99.4 Consent of Director Nominee Cartesian Growth Corporation II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Cartesian Growth Corporation II (the “Company”), the undersigned hereby consents to being named and described as a di

December 23, 2021 EX-99.1

Consent of Bertrand Grabowski.*

Exhibit 99.1 Consent of Director Nominee Cartesian Growth Corporation II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Cartesian Growth Corporation II (the “Company”), the undersigned hereby consents to being named and described as a di

December 23, 2021 EX-10.1

Promissory Note, dated October 19, 2021, issued to the Sponsor.*

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK

December 23, 2021 EX-10.3

Securities Purchase Agreement, dated October 19, 2021, between the Registrant and directorCo.*

EX-10.3 5 d198673dex103.htm EX-10.3 Exhibit 10.3 Cartesian Growth Corporation II PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands October 19, 2021 CGC II Sponsor DirectorCo LLC Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands RE: Securities Purchase Agreement Ladies and Gentlemen: We are pleased to accept the offer you (the “Subscriber”)

December 23, 2021 EX-10.2

Securities Purchase Agreement, dated October 19, 2021, between the Registrant and the Sponsor.*

Exhibit 10.2 Cartesian Growth Corporation II PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands October 19, 2021 CGC II Sponsor LLC Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands RE: Securities Purchase Agreement Ladies and Gentlemen: We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 5,650,000

December 23, 2021 EX-99.2

Consent of Daniel Karp.*

Exhibit 99.2 Consent of Director Nominee Cartesian Growth Corporation II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Cartesian Growth Corporation II (the “Company”), the undersigned hereby consents to being named and described as a di

November 8, 2021 EX-4.4

WARRANT AGREEMENT

EX-4.4 2 filename2.htm Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (this “Agreement”) made as of [•], 2021 is by and between Cartesian Growth Corporation II, a Cayman Islands exempted company, with offices at 505 Fifth Avenue, 15th Floor, New York, New York (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St

November 8, 2021 DRS

As confidentially submitted with the U.S. Securities and Exchange Commission on November 8, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strict

Table of Contents As confidentially submitted with the U.S. Securities and Exchange Commission on November 8, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER

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