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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):
October 12, 2026
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) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
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: None.
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.
The
information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 12, 2026, Cartesian
Growth Corporation II (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount
of $150,000 to CGC II Sponsor LLC (the “Sponsor”). The Note does not bear interest and the principal balance will be payable
on the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the
winding up of the Company is effective (such earlier date, the “Maturity Date”). In the event the Company consummates its
initial business combination, the Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding
under the Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of
the Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any,
would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering (the
“IPO”), as described in the prospectus for the IPO dated May 5, 2022 and filed with the U.S. Securities and Exchange Commission,
including the transfer restrictions applicable thereto. The Note is subject to customary events of default, the occurrence of certain
of which automatically triggers the unpaid principal balance
of the Note and all other sums payable with regard to the Note becoming immediately due and payable.
The
issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
The
foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Promissory
Note issued in favor of CGC II Sponsor LLC, dated October 12, 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 II |
|
| |
|
|
| By: |
/s/
Peter Yu |
|
| |
Name: |
Peter
Yu |
|
| |
Title: |
Chief
Executive Officer |
|
| |
|
|
| Date:
October 14, 2026 |
|
