[SCHEDULE 13G/A] Cartesian Growth Corp II Amended Passive Investment Disclosure
Context Capital exits Cartesian Growth Corp II stake
Context Capital Management, LLC, together with Michael S. Rosen, William D. Fertig, Charles E. Carnegie and Context Partners Master Fund, L.P., reports that it no longer beneficially owns any Class A ordinary shares of Cartesian Growth Corp II.
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Context Capital Management, LLC, together with Michael S. Rosen, William D. Fertig, Charles E. Carnegie and Context Partners Master Fund, L.P., reports that it no longer beneficially owns any Class A ordinary shares of Cartesian Growth Corp II.
The group discloses beneficial ownership of zero Class A ordinary shares, representing 0.0% of the class, based on 8,826,094 Class A ordinary shares outstanding as of July 6, 2026 as reported by the issuer. Each reporting person disclaims membership in a group and disclaims beneficial ownership of any securities except to the extent of any pecuniary interest.
Key Figures
Beneficial ownership:0 Class A ordinary sharesOwnership percentage:0.0%Shares outstanding:8,826,094 Class A ordinary shares+1 more
4 metrics
Beneficial ownership0 Class A ordinary sharesShares beneficially owned by all reporting persons
Ownership percentage0.0%Percent of Class A ordinary shares beneficially owned
Shares outstanding8,826,094 Class A ordinary sharesOutstanding as of July 6, 2026, per issuer Form 8-K
Filing date signatures08/05/2026Signature date for Rosen, Fertig and Carnegie on the Schedule 13G/A
"Each reporting person also disclaims beneficial ownership of the securities reported"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interestfinancial
"except to the extent of that person?s pecuniary interest therein"
Rule 13d-3regulatory
"beneficial owner, as defined in Rule 13d-3 under the Act"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
Schedule 13Gregulatory
"The Class A ordinary shares beneficially owned by the Reporting Persons reported in this"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Schedule 13G/A filing for REEUF by Context Capital Management report?
It reports that the filing group now holds zero Class A ordinary shares of Cartesian Growth Corp II, corresponding to 0.0% beneficial ownership based on 8,826,094 shares outstanding as of July 6, 2026.
What percentage of Cartesian Growth Corp II (REEUF) does Context Capital Management now own?
The filing states that the reporting persons now beneficially own 0.0% of the Class A ordinary shares, with no shares reported as held, using 8,826,094 shares outstanding as the reference base.
How many Cartesian Growth Corp II (REEUF) shares are outstanding according to the filing?
The Schedule 13G/A cites 8,826,094 Class A ordinary shares outstanding as of July 6, 2026, based on a current report on Form 8-K filed by Cartesian Growth Corp II on July 30, 2026.
Do the Context Capital Management filers claim to be a group in the REEUF Schedule 13G/A?
They file the Schedule 13G/A jointly but expressly state they are not members of a group and each disclaims membership in a group under Section 13(d) of the Exchange Act.
How do the REEUF Schedule 13G/A filers describe their beneficial ownership status?
Each reporting person disclaims beneficial ownership of the Cartesian Growth Corp II securities except to the extent of any pecuniary interest, and the filing specifies ownership of zero shares and 0.0% of the class.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Cartesian Growth Corp II
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
G19305112
(CUSIP Number)
08/04/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
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, 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:
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 Class A ordinary shares beneficially owned by the Reporting Persons reported in this Schedule 13G consists of zero Class A ordinary shares held by the Reporting Persons. The percentages reported in the Schedule 13G are based on 8,826,094 Class A ordinary shares outstanding as of July 6, 2026, as reported by the Issuer in a current report on Form 8-K filed on July 30, 2026.
(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.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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 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.
