Context Capital Management, LLC and affiliates filed a Schedule 13G reporting beneficial ownership of 450,000 Class A Ordinary Shares of Cartesian Growth Corp II, representing 5.1% of the class.
The filers report shared voting and dispositive power over 450,000 shares and no sole power. The percentage is based on 8,826,092 shares outstanding as of November 3, 2025, as disclosed by the issuer following redemptions. The LP holds the shares for the benefit of its investors. The filing states the securities were acquired and are held in the ordinary course and not for the purpose of changing or influencing control. The reporting persons file jointly, disclaim group membership, and each disclaims beneficial ownership beyond their pecuniary interest.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cartesian Growth Corp II
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
G19305112
(CUSIP Number)
11/03/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G19305112
1
Names of Reporting Persons
Context Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
G19305112
1
Names of Reporting Persons
Michael S. Rosen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
G19305112
1
Names of Reporting Persons
William D. Fertig
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
G19305112
1
Names of Reporting Persons
Charles E. Carnegie
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
G19305112
1
Names of Reporting Persons
Context Partners Master Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
450,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cartesian Growth Corp II
(b)
Address of issuer's principal executive offices:
505 FIFTH AVENUE, 15TH FLOOR, NEW YORK, NEW YORK, 10017.
Item 2.
(a)
Name of person filing:
Context Capital Management, LLC ("LLC")
Michael S. Rosen ("Rosen")
William D. Fertig ("Fertig")
Charles E. Carnegie ("Carnegie")
Context Partners Master Fund, L.P. ("LP")
LLC is the general partner and investment adviser of LP. Rosen, Fertig and Carnegie are the control persons of LLC. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of the securities reported in this Schedule 13G, except to the extent of that person?s pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of LP should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the securities covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
Context Capital Management, LLC
7724 Girard Avenue
Suite 300
La Jolla, CA 92037
(c)
Citizenship:
See cover page for each reporting person.
(d)
Title of class of securities:
Class A Ordinary Shares
(e)
CUSIP No.:
G19305112
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See items 5-9 and 11 of the cover page for each reporting person.
(b)
Percent of class:
See items 5-9 and 11 of the cover page for each reporting person.
The shares of Class A Ordinary Shares beneficially owned by the persons reported in Schedule 13G consists of 450,000 shares of Class A Ordinary Shares. The percentages reported in the Schedule 13G are based on 8,826,092 shares of Class A Ordinary Shares outstanding as of November 3, 2025, as reported in the Form 8-K filed by the Issuer on November 4, 2025, following the holders of 4,173,618 shares of Class A Ordinary Shares of the Issuer exercising their right to redeem their shares for cash.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See items 5-9 and 11 of the cover page for each reporting person.
(ii) Shared power to vote or to direct the vote:
See items 5-9 and 11 of the cover page for each reporting person.
(iii) Sole power to dispose or to direct the disposition of:
See items 5-9 and 11 of the cover page for each reporting person.
(iv) Shared power to dispose or to direct the disposition of:
See items 5-9 and 11 of the cover page for each reporting person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The LP holds the Class A Ordinary Shares for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Context Capital Management, LLC
Signature:
Michael S. Rosen
Name/Title:
CEO
Date:
11/05/2025
Michael S. Rosen
Signature:
Michael S. Rosen
Name/Title:
CEO
Date:
11/05/2025
William D. Fertig
Signature:
William D. Fertig
Name/Title:
Chairman
Date:
11/05/2025
Charles E. Carnegie
Signature:
Charles E. Carnegie
Name/Title:
CIO
Date:
11/05/2025
Context Partners Master Fund, L.P.
Signature:
Michael S. Rosen
Name/Title:
CEO
Date:
11/05/2025
Exhibit Information
In text box add: Exhibit 1 - Joint Filing Statement
What stake did REEUF (Cartesian Growth Corp II) shareholders report on this Schedule 13G?
The filing reports 450,000 Class A Ordinary Shares, representing 5.1% of the class.
Which security is covered in the REEUF Schedule 13G?
The filing covers Class A Ordinary Shares with CUSIP G19305112.
Who are the reporting persons in the REEUF Schedule 13G?
Reporting persons are Context Capital Management, LLC, Context Partners Master Fund, L.P., Michael S. Rosen, William D. Fertig, and Charles E. Carnegie.
How much voting and dispositive power is reported?
The filers report shared voting power: 450,000; shared dispositive power: 450,000; sole power: 0.
What share count was used to calculate the 5.1% ownership?
The percentage is based on 8,826,092 shares outstanding as of November 3, 2025, as reported by the issuer after redemptions.
Is the stake intended to influence control of REEUF?
The certification states the securities were acquired and are held in the ordinary course and not to change or influence control.
Who is entitled to dividends or sale proceeds for the reported shares?
Context Partners Master Fund, L.P. holds the shares for the benefit of its investors and has the right to receive or direct such proceeds.
