Cartesian Growth Corp II 8-K

What Happened

• Cartesian Growth Corp II (RENEF) filed an 8-K (Items 1.01 and 2.03) reporting that on May 5, 2026 it issued an unsecured promissory note for $250,000 to CGC II Sponsor LLC (the Sponsor).
• The Note bears no interest and is due on the earlier of (a) the closing of the Company’s initial business combination or (b) the effective winding up of the Company.

Key Details

• Amount: $250,000 principal issued May 5, 2026 to CGC II Sponsor LLC.
• Interest and maturity: No interest; payable at earlier of initial business combination closing or winding up.
• Conversion feature: If the Company completes its initial business combination, the Sponsor may convert any portion of the unpaid principal into “Working Capital Warrants” at a conversion rate of $1.00 of principal per warrant (rounded up). These warrants would have the same terms and transfer restrictions as the private placement warrants issued at the IPO (per the May 5, 2022 prospectus).
• Other terms: The Note is unsecured, contains customary default provisions (which can accelerate repayment), and was issued under the Section 4(a)(2) securities registration exemption.

Why It Matters

• This creates a direct $250,000 debt obligation on Cartesian Growth Corp II’s balance sheet (unsecured, no interest) and provides near-term working capital.
• The Sponsor’s conversion option could result in issuance of additional warrants on closing of a business combination, which would increase outstanding warrants and could dilute existing equity holders when exercised.
• Investors should note the timing tied to the company’s initial business combination or winding up, as those events determine repayment, conversion, or acceleration of the Note.