Mizuho Financial Group discloses 5.7% holding in Cartesian Growth II

Rhea-AI Filing Summary

Mizuho Financial Group discloses ownership of 1,231,705 common shares of Cartesian Growth Corporation II, representing 5.7% of the class. The statement reports that Mizuho has sole voting and dispositive power over these shares, indicating direct control of voting and disposition rights. The filing identifies Mizuho as a parent holding company and notes that related entities, including Mizuho Bank, Ltd. and Mizuho Americas LLC, may be deemed indirect beneficial owners of securities held by its wholly owned broker-dealer, Mizuho Securities USA LLC. The registrant certifies the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Insights

Financial Analyst

TL;DR: A 5.7% passive stake with sole voting/dispositive power signals measurable institutional ownership without an expressed control intent.

The filing discloses a meaningful institutional position of 1,231,705 shares (5.7%) held with sole voting and dispositive authority, which is large enough to be noticed by the market but is presented under Schedule 13G/A as a passive interest. For investors, the key facts are the size of the holding and the certification that the shares are held in the ordinary course, reducing implications of an imminent control campaign. The disclosure that related Mizuho entities may be deemed indirect beneficial owners of securities held by Mizuho Securities USA LLC clarifies the ownership chain and potential consolidation of voting influence within the Mizuho group.

Corporate Governance Expert

TL;DR: Ownership structure shows centralized control of voting rights but the filer affirms a non-control, ordinary-course intent.

As a parent holding company filer, Mizuho reports sole voting and dispositive power over the reported position, which is material from a governance perspective because sole authority centralizes decision rights. However, the schedule includes a certification that the stake was not acquired to influence control, consistent with a Schedule 13G/A passive disclosure. The explicit note about related entities potentially being deemed indirect beneficial owners of shares held by Mizuho Securities USA LLC is an important disclosure for understanding which affiliates could be treated as part of the ownership group for governance assessments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Cartesian Growth Corporation II

(Name of Issuer)

Common Shares

(Title of Class of Securities)

G19305112

(CUSIP Number)

06/30/2025

(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

Mizuho Financial Group, Inc.

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

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,231,705.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,231,705.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,231,705.00

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)

5.7 %

12

Type of Reporting Person (See Instructions)

FI

Comment for Type of Reporting Person: Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cartesian Growth Corporation II
(b)	Address of issuer's principal executive offices: 505 Fifth Avenue 15th Floor New York, NY, 10017
Item 2.
(a)	Name of person filing: Mizuho Financial Group, Inc.
(b)	Address or principal business office or, if none, residence: 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan
(c)	Citizenship: Japan
(d)	Title of class of securities: Common 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).
	Parent Holding Company
Item 4.	Ownership
(a)	Amount beneficially owned: 1,231,705
(b)	Percent of class: 5.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,231,705
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,231,705
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit A
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 foreign regulatory scheme applicable to Parent Holding Company is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

Mizuho Financial Group, Inc.

Signature:	/s/ Takahiro Katsura
Name/Title:	Takahiro Katsura, Managing Director, Global Corporate Function Coordination Department
Date:	08/13/2025

FAQ

How many Cartesian Growth Corporation II shares does Mizuho own (RENEW)?

Mizuho Financial Group reports ownership of 1,231,705 shares of Cartesian Growth Corporation II.

What percentage of Cartesian Growth Corporation II does Mizuho own (RENEW)?

The holding represents 5.7% of the outstanding class of common shares.

Does Mizuho have voting control over its reported shares in Cartesian Growth II (RENEW)?

Yes. The filing states Mizuho has sole voting power and sole dispositive power over the 1,231,705 shares.

Is Mizuho's stake in Cartesian Growth II reported as an attempt to influence control (RENEW)?

No. The filer certifies the shares were acquired and are held in the ordinary course of business and were not acquired to change or influence control.

Are other Mizuho entities connected to this ownership (RENEW)?

The filing notes Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed indirect beneficial owners of securities directly held by Mizuho Securities USA LLC.