CARTESIAN GROWTH CORP II: Entering into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Change of Directors or Principal Officers, Other Events, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On May 5, 2022the registration statement on Form S-1 (File No. 333-261866) relating to the initial public offering (the “Offering”) of Cartesian Growth Society IIa Cayman Islands exempt company (the “Company”), has been declared effective by the US Securities and Exchange Commission (the “Registration Statement”).

On May 10, 2022, the Company has completed the offering of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units following the exercise in full by the underwriters of their over-allotment option . Each Unit consists of one common share of class A, par value $0.0001 per share (the “Class A Common Shares”) and one-third of one redeemable warrant (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Common Share A at a strike price of $11.50 per share, subject to adjustment. The shares were sold at an offer price of $10.00 per unit, generating gross proceeds of
$230,000,000.

In connection with the Offer, the Company has entered into the following agreements, the forms of which were previously filed as attachments to the Registration Statement:

     •    An Underwriting Agreement, dated May 5, 2022, between the Company and
          Cantor Fitzgerald & Co., as representative of the underwriters named
          therein, a copy of which is filed as Exhibit 1.1 to this Current Report
          on Form 8-K and incorporated herein by reference;



     •    A Warrant Agreement, dated May 5, 2022, between the Company and
          Continental Stock Transfer & Trust Company ("Continental"), as warrant
          agent, a copy of which is filed as Exhibit 4.1 to this Current Report on
          Form 8-K and incorporated herein by reference;



     •    An Investment Management Trust Agreement, dated May 5, 2022, between the
          Company and Continental, as trustee, a copy of which is filed as Exhibit
          10.1 to this Current Report on Form 8-K and incorporated herein by
          reference;



     •    A Private Placement Warrant Purchase Agreement, dated May 5, 2022,
          between the Company and CGC II Sponsor LLC (the "Sponsor"), a copy of
          which is filed as Exhibit 10.2 to this Current Report on Form 8-K and
          incorporated herein by reference;



     •    A Private Placement Warrants Purchase Agreement, dated May 5, 2022,
          between the Company and Cantor Fitzgerald & Co., a copy of which is filed
          as Exhibit 10.3 to this Current Report on Form 8-K and incorporated
          herein by reference;



     •    A Private Placement Warrants Purchase Agreement, dated May 5, 2022,
          between the Company and Piper Sandler & Co., a copy of which is filed as
          Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein
          by reference;



     •    A Registration Rights Agreement, dated May 5, 2022, among the Company,
          the Sponsor and certain securityholders, a copy of which is filed as
          Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein
          by reference;



     •    Promissory Note for Sponsor Loan (the "Sponsor Loan Note"), dated May 5,
          2022, issued to the Sponsor, a copy of which is filed as Exhibit 10.6 to
          this Current Report on Form 8-K and incorporated herein by reference;



     •    An Administrative Services Agreement, dated May 5, 2022, between the
          Company and the Sponsor, a copy of which is filed as Exhibit 10.7 to this
          Current Report on Form 8-K and incorporated herein by reference;



     •    A Letter Agreement, dated May 5, 2022, between the Company and the
          Sponsor, a copy of which is filed as Exhibit 10.8 to this Current Report
          on Form 8-K and incorporated herein by reference;



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     •    A Letter Agreement, dated May 5, 2022, between the Company and each
          officer and director of the Company, a copy of which is filed as Exhibit
          10.9 to this Current Report on Form 8-K and incorporated herein by
          reference; and



     •    Indemnity Agreements, each dated May 5, 2022, between the Company and
          each officer and director of the Company, the form of which is filed as
          Exhibit 10.10 to this Current Report on Form 8-K and incorporated herein
          by reference.

Section 3.02. Unrecorded sales of Equity securities.

On May 10, 2022simultaneously with the completion of the Offer, the Company completed the private placement of 6,600,000 warrants to the Promoter, 1,897,500 warrants to Cantor Fitzgerald & Co.and 402,500 warrants to Piper Sandler & Co. (collectively, the “Private Placement Bonds”) at the price of
$1.00 per Private Placement Bond, generating gross proceeds of $8,900,000
(the “Private Placement”). No discount or underwriting commission was paid in connection with the private placement. The private placement was effected as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act 1933, as as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act. The Private Placement Warrants are identical to the Warrants underlying the Units, except that if held by the Limited Partner, Cantor Fitzgerald & Co., Piper Sandler & Co. or their authorized assignees, they (i) may be exercised without cash and (ii) are not subject to reimbursement. If the Private Placement Bonds are held by holders other than the Sponsor, Cantor Fitzgerald & Co., Piper Sandler & Co. or their permitted assignees, the Private Placement Warrants will then be redeemable by the Company and exercisable by the holders on the same basis as the Warrants comprised in the Units sold under the Placement. In addition, the Private Placement Warrants (and the Class A Ordinary Shares issuable upon the exercise of such Private Placement Warrants) will, subject to certain limited exceptions, be subject to transfer restrictions for up to 30 days after the completion of the Company’s initial business combination.

On May 10, 2022concurrent with the completion of the Offering, pursuant to Sponsor’s Loan Note, Sponsor has loaned to the Company $4,600,000 without interest (the “Sponsor Loan”). A portion of the Sponsorship Loan proceeds has been deposited into the Trust Account (as defined below). The Sponsor Loan will be repaid or converted into sponsorship loan warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 by money order, at Sponsor’s discretion. Sponsor Loan BSAs would be identical to Private Placement BSAs. The sponsorship loan was issued to ensure that the amount deposited in the trust account at the closing of the placement is $10.30 per Class A Common Share offered pursuant to the Units sold pursuant to the Offer (the “Public Shares”). If the Company does not complete an initial business combination, the Company will not repay the sponsor loan from amounts held in the trust account, and the proceeds held in the trust account will be distributed to common stockholders. Class A of the Company. The Sponsor will be entitled to certain registration rights with respect to the Sponsor Loan Warrants. The issuance of the Sponsor Loan Note was made pursuant to the registration exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Section 5.02. Departure of directors or certain managers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

Effective from May 5, 2022the following people have been appointed to the Company’s Board of Directors: Mr. Raphael de LuqueMr. Bertrand GrabowskiMr. Allan LeightonMrs. Sheryl Schwartz and M. Daniel Karp. Consequently, from May 5, 2022The Board of Directors of the Company is composed of the following persons: Mr. Pierre YuMrs. Beth MichelsonMr. Raphael de LuqueMr. Bertrand GrabowskiMr. Allan LeightonMrs. Sheryl Schwartz and M. Daniel Karp. Additional information regarding, among other things, each individual’s background, board committee membership and compensation arrangements is contained in the registration statement and is incorporated herein by reference.


Item 8.01. Other Events.

On May 5, 2022the Company has filed its amended and restated memorandum and articles (the “Amended Articles”) with the Registrar of Companies at Cayman Islands. Among other things, the amended articles authorize the issuance of up to 200,000,000 Class A common shares, up to 20,000,000 Class B common shares, par value $0.0001 per share and up to 1,000,000 preferred shares of par value $0.0001 per share. The terms of the Modified Sections are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended Articles, which is filed as Schedule 3.1 to this current Report on Form 8-K and incorporated herein by reference.

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A total of $236,900,000 ($10.30 per Unit) of the net proceeds of the Offering, the Private Placement and the Sponsor Loan, was placed in a trust account established for the benefit of the public shareholders of the Company (the “Trust Account”), with Continental acting as than fiduciary. Except for interest earned on funds held in the Trust Account which may be remitted to us to pay our taxes, if any, funds held in the Trust Account will not be released from the Trust Account until the first of the following dates: (i) the completion of our initial business combination, (ii) the repurchase of all of our public shares if we are unable to complete our initial business combination within 18 months of the close of the Offer, subject to applicable law, and (iii) the repurchase of any public shares duly tendered pursuant to a shareholder vote to amend our amended articles of association (a) to amend the substance or timing of our obligation to repurchase 100% of our public shares if we do not complete our initial business combination within 18 months of the closing of the Offer or (b) with respect to any other relevant provision ve shareholder rights or pre-business combination activity.

On May 5, 2022the Company has published a press release announcing the price of the Offer, and the May 10, 2022the Company has issued a press release announcing the closing of the Offer, copies of such press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference .

Section 9.01. Financial statements and supporting documents.

(d) Exhibits.

Exhibit No.       Description

 1.1                Underwriting Agreement, dated May 5, 2022, between the Company
                  and Cantor Fitzgerald & Co.

 3.1                Amended and Restated Memorandum and Articles of Association of
                  the Company, dated May 5, 2022.

 4.1                Warrant Agreement, dated May 5, 2022, between the Company and
                  Continental.

10.1                Investment Management Trust Agreement, dated May 5, 2022,
                  between the Company and Continental.

10.2                Private Placement Warrant Purchase Agreement, dated May 5,
                  2022, between the Company and the Sponsor.

10.3                Private Placement Warrants Purchase Agreement, dated May 5,
                  2022, between the Company and Cantor Fitzgerald & Co.

10.4                Private Placement Warrants Purchase Agreement, dated May 5,
                  2022, between the Company and Piper Sandler & Co.

10.5                Registration Rights Agreement, dated May 5, 2022, among the
                  Company, the Sponsor and certain securityholders.

10.6                Promissory Note for Sponsor Loan, dated May 5, 2022, issued to
                  the Sponsor.

10.7                Administrative Services Agreement, dated May 5, 2022, between
                  the Company and the Sponsor.

10.8                Letter Agreement, dated May 5, 2022, between the Company and
                  the Sponsor.

10.9                Letter Agreement, dated May 5, 2022, between the Company and
                  each officer and director of the Company.



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                 10.10     Form of Indemnity Agreement.

                 99.1      Press Release, dated May 5, 2022.

                 99.2      Press Release, dated May 10, 2022.



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