Cartesian Growth Corp II 8-K

What Happened

• Cartesian Growth Corp II (RENEF) filed an 8-K disclosing that on December 29, 2025 it issued an unsecured promissory note for $200,000 to CGC II Sponsor LLC (the Sponsor). The Note bears no interest and is payable on the earlier of (i) the closing of the Company's initial business combination or (ii) the effective winding up of the Company.

Key Details

• Principal amount: $200,000; unsecured and non‑interest bearing.
• Maturity: earlier of completion of the initial business combination or the Company's winding up.
• Conversion option: on the Maturity Date, the Sponsor may convert any portion of the outstanding principal into "Working Capital Warrants" at a ratio of $1 of principal = 1 warrant (rounded up); terms match the private placement warrants issued in the Company’s IPO (May 5, 2022 prospectus), including transfer restrictions.
• Default: Note contains customary default provisions that can accelerate repayment. The Note was issued under the Section 4(a)(2) exemption; full text is filed as Exhibit 10.1.

Why It Matters

• This provides the company short-term working capital from its sponsor without interest costs, but creates a direct financial obligation of $200K. If converted, the Sponsor could receive up to 200,000 warrants, which would dilute equity interests upon exercise of those warrants (subject to their terms and restrictions). The timing ties repayment or conversion to the outcome of the Company’s planned initial business combination, so the Note affects capitalization and potential dilution ahead of that transaction.