Cartesian Growth II : Material Event - Form 8-K

Item 8.01. Other Events.

Supplement to the Definitive Proxy Statement

On October 13, 2023, Cartesian Growth Corp II (the "Company") filed a definitive proxy statement (the "Definitive Proxy Statement") for the solicitation of proxies in connection with an extraordinary general meeting of the Company's shareholders to be held on November 6, 2023 to amend the Company's Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must (1) effect a merger, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities, which we refer to as our initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company, included as part of the units sold in the Company's initial public offering that was consummated on May 10, 2022 (the "IPO") if it fails to complete such initial business combination, from November 10, 2023 to up to November 10, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to twelve (12) times by an additional one month each time, unless the closing of the Company's initial business combination has occurred, without the need for any further approval of the Company's shareholders, provided that CGC II Sponsor LLC (or its affiliates or permitted designees) will deposit into the trust account established in connection with the IPO for each such one-month extension the lesser of (a) an aggregate of $150,000 and (b) $0.02 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of the Company's initial business combination has occurred, in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination.

The Company is currently holding the funds in its trust account in U.S. government treasury obligations or money market funds which are accruing interest at a rate of approximately 5.3% as of the date hereof. If the Company decides to liquidate the securities held in the trust account, the Company intends, thereafter, to hold all funds in the trust account in an interest-bearing demand deposit account held at a bank.

Accordingly, the Company desires to supplement the Definitive Proxy Statement as set forth below.

AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT

Certain disclosure on page 13 of the Definitive Proxy Statement is hereby amended and restated to read as follows:

If we instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash an interest-bearing demand deposit account held at a bankin order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, instruct the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash an interest-bearing demand deposit account held at a bankuntil the earlier of consummation of an initial business combination or liquidation of the Company. Following such liquidation of the securities held in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash an interest-bearing demand deposit account held at a bankwould reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company. As of the date of this proxy statement, we have not yet made any such determination to liquidate the securities held in the Trust Account.