[8-K] Cartesian Growth Corporation II Warrant Reports Material Event

Rhea-AI Filing Summary

Cartesian Growth Corporation II (Nasdaq: RENE/RENEW/RENEU) filed an 8-K to disclose its seventh one-month extension of the SPAC business-combination deadline. The Board approved moving the deadline from 6 June 2025 to 5 July 2025, leaving five additional one-month extensions available under the Articles. To fund the extension, the Sponsor drew $250,000 under an unsecured promissory note dated 6 Nov 2024 (up to $2.4 million total) and will deposit the cash into the IPO trust account. The draw increases the Company’s direct financial obligation to the Sponsor but preserves the $10.29 per share (approx.) trust value for public shareholders while management continues to search for a target. No target announcement, financial results, or other material transactions were reported.

Positive

• Sponsor continues to fund extensions, preserving trust value and avoiding immediate dilution for public shareholders.
• Five additional one-month extensions remain, giving management more runway to secure a suitable target.

Negative

• Seventh extension signals the SPAC has not yet identified a business combination, heightening timeline and execution risk.
• Additional $250k draw increases unsecured debt owed to the Sponsor, which has priority over common equity in liquidation.

Insights

SPAC Financial Analyst

TL;DR: Routine one-month SPAC extension; modest $250k sponsor loan, no target yet—overall neutral impact.

The filing signals that Cartesian Growth Corp II remains without a definitive deal more than two years after its IPO. Drawing only $250k (≈10% of remaining note capacity) minimally leverages the balance sheet and avoids diluting public shareholders. Trust proceeds stay fully protected, so downside for common holders is limited to opportunity cost. However, repeated extensions can erode market confidence and liquidity in the units and warrants. With five extensions left (through Nov 2025), investors face increased timeline uncertainty but no immediate cash risk. I view the disclosure as routine and not materially price-moving.

Corporate Governance & Risk Specialist

TL;DR: Seventh extension underscores execution risk; small loan aligns with sponsor duties—slightly negative sentiment.

A seventh delay without a target highlights escalating deal-execution risk typical of late-stage SPACs. Each extension increases reliance on sponsor loans, which rank ahead of common equity at liquidation. Although $250k is insignificant relative to the $230 million trust, cumulative draws and future working-capital needs could impair post-combination flexibility. Governance remains intact—shareholders already approved up to 12 extensions—but the persistent lack of progress may widen the NAV discount and spur redemptions. Thus, from a risk perspective the event trends mildly negative, though still not transformative.

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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): May 30, 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 May 30, 2025, Cartesian Growth Corporation II (the “Company”) approved the seventh 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 July 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 seventh 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: June 24, 2025

FAQ

Why did Cartesian Growth Corporation II (RENEW) file this Form 8-K?

To disclose its seventh one-month extension of the business-combination deadline to 5 July 2025 and the related $250,000 sponsor loan.

How much money was drawn for the latest extension?

The Sponsor drew $250,000 under an unsecured promissory note to fund the trust per the Articles.

How many extensions are left for Cartesian Growth Corp II to complete a merger?

Five additional one-month extensions remain; the SPAC can extend through November 2025 if needed.

Does the $250,000 loan affect the trust value for public shareholders?

No. The funds are deposited into the trust, keeping per-share redemption value intact; the loan is a liability to the Sponsor.

Is a target company identified in this filing?

No target or merger agreement was announced; the filing solely covers the extension and related financing.