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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 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) |
(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:
| 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 Warrant |
|
RENEU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
RENE |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
RENEW |
|
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 x
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 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement or a Registrant.
Item 8.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 2.03.
Item 8.01. Other Events.
On October 1, 2025, Cartesian Growth Corporation II (the “Company”)
approved the twelfth one-month extension of the time period during which it may consummate an initial business combination (such time
period, the “Business Combination Period”). In connection with this extension of the Business Combination Period to November
5, 2025 (the “Extension”), the Company drew an aggregate of $250,000 (the “Extension Funds”) from the unsecured
promissory note in the principal amount of up to $2,400,000, dated November 6, 2024 (the “Note”), by the Company in favor
of CGC II Sponsor LLC (the “Sponsor”). As provided for in the Company’s amended and restated memorandum and articles
of association (as amended, the “Articles”), the Sponsor (or its affiliates or permitted designees) will deposit the Extension
Funds into the trust account that was established by the Company in connection with its initial public offering.
The Extension is the twelfth of twelve one-month extensions permitted
under the Articles.
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 3, 2025
