Cartesian Growth Corp II (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission on October 12, 2026, disclosing the issuance of an unsecured promissory note. The Company issued the Note to CGC II Sponsor LLC, the Company’s sponsor, in a principal amount of $150,000.
The promissory note does not bear interest. The principal balance is due on the earlier of the date the Company consummates its initial business combination or the date the winding up of the Company becomes effective. This earlier date is defined as the “Maturity Date.”
If the Company completes its initial business combination, the Sponsor has the option on the Maturity Date to convert all or any portion of the outstanding principal into warrants. These warrants, referred to as “Working Capital Warrants,” would be equal to the portion of the principal amount being converted divided by $1.00, rounded up to the nearest whole number. The terms of these Working Capital Warrants would be identical to the private placement warrants issued by the Company at the time of its initial public offering, as described in the prospectus for the IPO dated May 5, 2022.
The Note is subject to customary events of default. The occurrence of certain default events would automatically trigger the unpaid principal balance and all other sums payable under the Note to become immediately due and payable. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933.
