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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):
November 19, 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: 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 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 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 November 19, 2025, Cartesian
Growth Corporation II (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount
of $250,000 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.
(d) Exhibits.
Exhibit
No. |
|
Description |
| |
|
| 10.1 |
|
Promissory Note issued in favor of CGC II Sponsor LLC, dated November
19, 2025 |
| |
|
|
| 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: November 20, 2025
