Cartesian Growth issues $250K sponsor promissory note
Cartesian Growth Corporation II issued an unsecured promissory note for $250,000 to its sponsor, CGC II Sponsor LLC.
Accepted by SEC EDGAR
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Form Type
8-K
Rhea-AI Filing Summary
Cartesian Growth Corporation II issued an unsecured promissory note for $250,000 to its sponsor, CGC II Sponsor LLC. The note bears no interest and is due on the earlier of completing the company’s initial business combination or the start of its winding up.
If a business combination occurs, the sponsor may convert some or all of the principal into Working Capital Warrants at $1.00 per warrant, with terms matching the company’s private placement warrants from its IPO. The note was issued under a private-offering exemption in Section 4(a)(2) of the Securities Act of 1933.
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Promissory note principal: $250,000
Warrant conversion price: $1.00 per warrant
2 metrics
Promissory note principal
$250,000
Unsecured note issued to CGC II Sponsor LLC
Warrant conversion price
$1.00 per warrant
Conversion of principal into Working Capital Warrants at Maturity Date
Key Terms
unsecured promissory note, initial business combination, Working Capital Warrants, private placement warrants, +1 more
5 terms
unsecured promissory note financial
"the Company issued an unsecured promissory note (the “Note”) in the principal amount of $250,000"
An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.
initial business combination financial
"the date on which the Company consummates its initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
Working Capital Warrants financial
"convert all or any portion of the principal outstanding under the Note into that number of warrants (“Working Capital Warrants”)"
private placement warrants financial
"identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering"
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"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"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Cartesian Growth Corporation II (REEUF) disclose in this Form 8-K?
Cartesian Growth Corporation II disclosed issuing an unsecured promissory note for $250,000 to its sponsor, CGC II Sponsor LLC. The note provides short-term financing and may be converted into Working Capital Warrants if the company completes its initial business combination.
What are the key terms of the $250,000 note issued by Cartesian Growth II (REEUF)?
The note has a $250,000 principal amount, bears no interest, and is payable on the earlier of the company’s initial business combination or winding up. It includes customary events of default that can make all unpaid amounts immediately due and payable.
Can the sponsor convert the Cartesian Growth II (REEUF) note into warrants?
Yes. If Cartesian Growth II completes its initial business combination, the sponsor may convert all or part of the principal into Working Capital Warrants at $1.00 per warrant, with terms identical to the company’s IPO private placement warrants, including applicable transfer restrictions.
When does the $250,000 promissory note of Cartesian Growth II (REEUF) mature?
The note’s principal is due on the earlier of two events: completion of Cartesian Growth II’s initial business combination or the date the company’s winding up becomes effective. That earlier date is defined in the agreement as the note’s Maturity Date.
Under what securities law exemption was the Cartesian Growth II (REEUF) note issued?
The company states the note was issued under the Section 4(a)(2) exemption of the Securities Act of 1933. This exemption permits certain private offerings without registration, typically involving transactions not constituting a public offering under U.S. securities laws.
AI-generated analysis. How Rhea-AI works. Not financial advice.
