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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 24, 2026
CARTESIAN
GROWTH CORPORATION IV
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43368 |
|
N/A |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
| of incorporation) |
|
|
|
Identification No.) |
| 505 Fifth Avenue, 15th Floor |
|
|
| New York, New York |
|
10017 |
| (Address of principal executive offices) |
|
(Zip Code) |
(212) 461-6363
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
CGCFU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CGCF |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CGCFW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On June 24, 2026, the registration
statement on Form S-1 (File No. 333-296614) (the “Registration Statement”) relating to the initial public offering (the “Offering”)
of Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), was declared effective by the U.S.
Securities and Exchange Commission.
On June 26, 2026, the Company
consummated the Offering of 27,500,000 units (the “Units”), including the issuance of 2,500,000 Units as a result of the underwriters’
partial exercise of their over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class
A Ordinary Shares”), and one-third of one redeemable warrant (each, a “Warrant”), each whole Warrant entitling the holder
thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at
an offering price of $10.00 per Unit, generating gross proceeds to the Company of $275,000,000.
In connection with the Offering,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | An
Underwriting Agreement, dated June 24, 2026, between the Company and Cantor Fitzgerald &
Co. (“Cantor”), as representative of the underwriters named therein, a copy of
which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Report”)
and incorporated herein by reference; |
| |
● |
A Warrant Agreement, dated
June 24, 2026, between the Company and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent,
a copy of which is filed as Exhibit 4.1 to this Report and incorporated herein by reference; |
| |
● |
A Letter Agreement, dated
June 24, 2026, between the Company and CGC IV Sponsor LLC (the “Sponsor”), a copy of which is filed as Exhibit 10.1 to
this Report and incorporated herein by reference; |
| |
● |
A Letter Agreement, dated
June 24, 2026, among the Company, CGC IV Sponsor DirectorCo LLC and each director and executive officer of the Company, a copy of
which is filed as Exhibit 10.2 to this Report and incorporated herein by reference; |
| |
● |
An Investment Management
Trust Agreement, dated June 24, 2026, between the Company and Continental, as trustee, a copy of which is filed as Exhibit 10.3 to
this Report and incorporated herein by reference; |
| |
● |
A Registration Rights Agreement,
dated June 24, 2026, among the Company and certain security holders, a copy of which is filed as Exhibit 10.4 to this Report and
incorporated herein by reference; |
| |
● |
A Private Placement Warrants
Purchase Agreement, dated June 24, 2026, between the Company and the Sponsor, a copy of which is filed as Exhibit 10.5 to this Report
and incorporated herein by reference; |
| |
● |
A Private Placement Warrants
Purchase Agreement, dated June 24, 2026, between the Company and Cantor, a copy of which is filed as Exhibit 10.6 to this Report
and incorporated herein by reference; and |
| |
● |
Indemnity Agreements, each
dated June 24, 2026, between the Company and each director and executive officer of the Company (the “Indemnity Agreements”),
the form of which is filed as Exhibit 10.7 to this Report and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
On June 26, 2026, simultaneously
with the consummation of the Offering, the Company consummated the private placement of 937,500 warrants to the Sponsor and 1,562,500
warrants to Cantor (collectively, the “Private Placement Warrants”) at a price of $2.00 per Private Placement Warrant, generating
gross proceeds of $5,000,000 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to
the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving
a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private
Placement Warrants are identical to the Warrants underlying the Units, except that so long as they are held by the initial purchasers
or their permitted transferees, they (i) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement
Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of
the Company’s initial business combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement
Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in the Offering
in accordance with FINRA Rule 5110(g)(8).
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of June 24, 2026,
the following individuals were appointed to the board of directors of the Company: Yongchen Lu, Monica Roma Wilson, and Eduardo Agustin
Ojea Quintana. Accordingly, effective as of June 24, 2026, the Company’s board of directors is comprised of the following individuals:
Peter Yu, Nam Trinh, Yongchen Lu, Monica Roma Wilson, and Eduardo Agustin Ojea Quintana. Additional information regarding, among other
things, each individual’s background, board committee membership and compensatory arrangements is contained in the Registration
Statement and is incorporated herein by reference.
On June 24, 2026, the Company
entered into the Indemnity Agreements with each of Peter Yu, Nam Trinh, Yongchen Lu, Monical Roma Wilson, and Eduardo Agustin Ojea Quintana,
which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred
as a result of any proceeding against them as to which they could be indemnified. The foregoing description of the Indemnity Agreements
is qualified in its entirety by reference to the full text of the form of Indemnity Agreement filed as Exhibit 10.8 to this Report, which
is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On
June 24, 2026, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”)
with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 200,000,000
Class A Ordinary Shares, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares,
par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein
by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended
Articles, a copy of which is filed as Exhibit 3.1 to this Report and incorporated herein by reference.
Item 8.01. Other Events.
A total of $275,000,000 ($10.00
per Unit) of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit
of the Company’s public shareholders (the “Trust Account”), with Continental acting as trustee. Except with respect
to interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any, and as permitted withdrawals
(as defined in the Registration Statement), the proceeds from the Offering and the sale of the Private Placement Warrants will not be
released from the Trust Account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the
redemption of the Company’s public shares if it is unable to complete its initial business combination within the completion window,
subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder
vote to amend its amended and restated memorandum and articles of association (A) to modify the substance or timing of its obligation
to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if the Company has not
consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial business combination activity.
On June 24, 2026, the Company
issued a press release announcing the pricing of the Offering, and on June 26, 2026, the Company issued a press release announcing the
closing of the Offering. Copies of such press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Report and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated June 24, 2026, between the Company and Cantor Fitzgerald & Co. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated June 24, 2026, between the Company and Continental Stock Transfer &
Trust Company. |
| |
|
|
| 10.1 |
|
Letter Agreement, dated June 24, 2026, between the Company and CGC IV Sponsor LLC. |
| |
|
|
| 10.2 |
|
Letter Agreement, dated June 24, 2026, between the Company, CGC IV Sponsor DirectorCo LLC and each
director and executive officer of the Company. |
| |
|
|
| 10.3 |
|
Investment Management Trust Agreement, dated June 24, 2026, between the Company and Continental Stock
Transfer & Trust Company. |
| |
|
|
| 10.4 |
|
Registration Rights Agreement, dated June 24, 2026, among the Company and certain security holders. |
| |
|
|
| 10.5 |
|
Private Placement Warrants Purchase Agreement, dated June 24, 2026, between the Company and CGC IV
Sponsor LLC. |
| |
|
|
| 10.6 |
|
Private Placement Warrants Purchase Agreement, dated June 24, 2026, between the Company and Cantor
Fitzgerald & Co. |
| |
|
|
| 10.7 |
|
Form of Indemnity Agreement (incorporated by reference to an exhibit to the Registrant’s Form S-1 (File No. 333-296614),
filed with the SEC on June 8, 2026). |
| |
|
|
| 99.1 |
|
Press Release, dated June 24, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated June 26, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Cartesian Growth Corporation IV |
| |
|
| |
By: |
/s/ Peter Yu |
| |
|
Name: |
Peter Yu |
| |
|
Title: |
Chief Executive Officer |
Date: June 30, 2026
Exhibit 99.1
Cartesian Growth Corporation IV Announces Pricing
of
$250 Million Initial Public Offering
New York, NY – (June 24, 2026) – Cartesian
Growth Corporation IV (the “Company”) announced today the pricing of its initial public offering of 25,000,000 units,
at a price of $10.00 per unit. The units are expected to commence trading on June 25, 2026 on The Nasdaq Stock Market LLC (“Nasdaq”)
under the symbol “CGCFU”. The Company’s sponsor is an affiliate of Cartesian Capital Group, LLC, a global private equity
firm specializing in providing growth capital to transnational businesses.
Each unit consists of one Class A ordinary share
and one-third of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A ordinary share at a price
of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected
to be listed on Nasdaq under the symbols “CGCF” and “CGCFW”, respectively. No fractional warrants will be
issued upon separation of the units and only whole warrants will trade.
Cantor Fitzgerald & Co. is serving as the
sole book-running manager for the offering. The underwriters have been granted a 45-day option to purchase up to an additional 3,750,000
units at the initial public offering price to cover over-allotments, if any.
The offering is expected to close on or about
June 26, 2026, subject to customary closing conditions.
A registration statement relating to these securities
has been filed with the Securities and Exchange Commission (the “SEC”) and became effective on June 24, 2026. The offering
is being made only by means of a prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention Capital
Markets, 499 Park Avenue, New York, NY 10022, or by e-mail at prospectus@cantor.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or jurisdiction.
About Cartesian Growth Corporation IV
Cartesian Growth Corporation IV is a blank check
company organized for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities. The Company is led by Chairman and Chief Executive Officer, Peter
Yu, who is also the Managing Partner of Cartesian Capital Group, LLC, a global private equity firm and registered investment adviser headquartered
in New York City, New York. The Company’s acquisition and value-creation strategy is to identify and combine with an established
high-growth company that can benefit from both a constructive combination and continued value-creation by the Company’s management.
The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012. For more information about Cartesian
Growth Corporation IV, please visit www.cartesiangrowth.com.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the offering discussed above and the anticipated search for an initial
business combination. No assurance can be given that the offering will be completed on the terms described, or at all, or that the Company
will ultimately complete an initial business combination. Forward-looking statements are subject to numerous conditions, many of which
are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statements
and preliminary prospectus for the offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Media Contact:
Cartesian Growth Corporation IV
contact@cartesiangrowth.com
Exhibit 99.2
Cartesian Growth Corporation IV Announces Closing
of
$275 Million Initial Public Offering
New York, NY – (June 26, 2026) – Cartesian
Growth Corporation IV (the “Company”) announced today the closing of its initial public offering of 27,500,000 units, including
2,500,000 units pursuant to the partial exercise of the underwriters’ over-allotment option. The offering was priced at $10.00 per
unit, generating total gross proceeds of $275,000,000. The Company’s sponsor is an affiliate of Cartesian Capital Group, LLC, a
global private equity firm specializing in providing growth capital to transnational businesses.
The units are listed on The Nasdaq Stock Market
LLC (“Nasdaq”) and trade under the symbol “CGCFU”. Each unit consists of one Class A ordinary share and one-third
of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per
share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed
on Nasdaq under the symbols “CGCF” and “CGCFW”, respectively. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade.
Cantor Fitzgerald & Co. served as the sole
book-running manager for the offering.
A registration statement relating to these securities
was filed with the Securities and Exchange Commission (the “SEC”) and became effective on June 24, 2026. The offering was
made only by means of a prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention Capital Markets,
110 East 59th Street, New York, New York 10022, or by e-mail at prospectus@cantor.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or jurisdiction.
About Cartesian Growth Corporation IV
Cartesian Growth Corporation IV is a blank check
company organized for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities. The Company is led by Chairman and Chief Executive Officer, Peter
Yu, who is also the Managing Partner of Cartesian Capital Group, LLC, a global private equity firm and registered investment adviser headquartered
in New York City, New York. The Company’s acquisition and value-creation strategy is to identify and combine with an established
high-growth company that can benefit from both a constructive combination and continued value-creation by the Company’s management.
The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012. For more information about Cartesian
Growth Corporation IV, please visit www.cartesiangrowth.com.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the Company’s search for an initial business combination. No
assurance can be given that the Company will ultimately complete an initial business combination. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of
the Company’s registration statements and prospectus for the offering filed with the SEC. Copies of these documents are available
on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.
Media Contact:
Cartesian Growth Corporation IV
contact@cartesiangrowth.com