Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterquarterly period ended March 31, 2022September 30, 2023

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41378

CARTESIAN GROWTH CORPORATION II

Cartesian Growth Corporation II

(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter) 

its charter)

Cayman Islands

N/A

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

incorporation or organization)

Identification No.)

505 Fifth Avenue, 15th Floor

New York, New York

10017

505 Fifth Avenue, 15th FloorNew York, New York

10017

(Address of principal executive offices)

(Zip Code)

(212) (212)461-6363

(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Units, each consisting of one Class A Ordinary Share and one-third of one Warrant

RENEU

The Nasdaq Stock Market LLC

Class A Ordinary Shares, par value $0.0001 per share

RENE

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A Ordinary Share, each at an exercise price of $11.50

RENEW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes      No   No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedanon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

    

Accelerated filer

Non-accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes      No  

As of June 17, 2022,November 9, 2023, there were 23,000,00028,749,998 Class A ordinary shares, par value $0.0001 per share, and 5,750,000two Class B ordinary shares, par value $0.0001 per share, issued and outstanding.


Table of Contents

CARTESIAN GROWTH CORPORATION II

FORM 10-Q FOR THE QUARTERQUARTERLY PERIOD ENDED MARCH 31, 2022SEPTEMBER 30, 2023

TABLE OF CONTENTS

i


Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

CARTESIAN GROWTH CORPORATION II

CONDENSED BALANCE SHEETS

September 30,

2023

December 31,

    

(Unaudited)

    

2022

ASSETS

  

  

Current assets

  

  

Cash

$

26,981

$

543,667

Prepaid expenses

 

53,599

 

306,733

Total Current assets

 

80,580

 

850,400

Cash and marketable securities held in Trust Account

 

248,671,364

 

239,745,907

TOTAL ASSETS

$

248,751,944

$

240,596,307

LIABILITIES AND SHAREHOLDERS’ DEFICIT

 

  

 

  

Current liabilities

 

  

 

  

Accrued expenses

$

218,146

$

148,911

Accrued offering costs

 

 

70,000

Total Current liabilities

 

218,146

 

218,911

Warrant liabilities

 

2,670,973

 

3,826,696

Convertible promissory note – related party, at fair value

 

3,358,426

 

3,342,932

Deferred underwriting fee

 

11,500,000

 

11,500,000

TOTAL LIABILITIES

 

17,747,545

 

18,888,539

COMMITMENTS AND CONTINGENCIES (Note 6)

 

  

 

  

Class A ordinary shares subject to possible redemption; 23,000,000 shares at redemption value of $10.81 and $10.42 per share at September 30, 2023 and December 31, 2022, respectively

 

248,671,364

 

239,745,907

SHAREHOLDERS’ DEFICIT

 

  

 

  

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 

 

Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,749,998 and 0 issued outstanding (excluding 23,000,000 subject to possible redemption) at September 30, 2023 and December 31, 2022, respectively

 

575

 

Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2 and 5,750,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

 

 

575

Additional paid-in capital

 

 

Accumulated deficit

 

(17,667,540)

 

(18,038,714)

TOTAL SHAREHOLDERS’ DEFICIT

 

(17,666,965)

 

(18,038,139)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$

248,751,944

$

240,596,307

 

 

March 31,

2022

(Unaudited)

 

 

December 31,

2021

 

ASSETS

 

 

 

 

 

 

 

 

Deferred offering costs

 

$

567,608

 

 

$

463,629

 

TOTAL ASSETS

 

$

567,608

 

 

$

463,629

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accrued offering costs and expenses

 

$

344,930

 

 

$

303,895

 

Promissory note – related party

 

 

201,405

 

 

 

138,461

 

Total Current Liabilities

 

 

546,335

 

 

 

442,356

 

Commitments and contingencies (Note 6)

 

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

 

 

Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN

   issued and outstanding

 

 

 

 

 

 

Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized;

   NaN issued and outstanding

 

 

 

 

 

 

Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized;

   5,750,000 shares issued and outstanding (1)

 

 

575

 

 

 

575

 

Additional paid-in capital

 

 

24,425

 

 

 

24,425

 

Accumulated deficit

 

 

(3,727

)

 

 

(3,727

)

Total Shareholders’ Equity

 

 

21,273

 

 

 

21,273

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

567,608

 

 

$

463,629

 

(1)

This number includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

See theThe accompanying notes that are an integral part of the unaudited condensed financial statements.

1

Table of Contents


CARTESIAN GROWTH CORPORATION II

CONDENSED STATEMENTSTATEMENTS OF OPERATIONS

(UNAUDITED)

For the three

months ended

March 31, 2022

(Unaudited)

Operating and formation costs

$

Net loss

$

Basic and diluted weighted average shares outstanding (1)

5,000,000

Basic and diluted net loss per share

$

Three Months Ended

Nine Months Ended

September 30,

September 30,

    

2023

    

2022

    

2023

    

2022

Operating and formation costs

$

218,279

$

256,058

$

769,055

$

481,449

Loss from operations

 

(218,279)

 

(256,058)

 

(769,055)

 

(481,449)

Other income:

 

  

 

  

 

  

 

  

Change in fair value of warrant liabilities

 

(10,309)

 

4,284,045

 

1,155,723

 

3,871,253

Change in fair value of convertible promissory note – related party

 

(1,102,459)

 

817,163

 

(15,494)

 

1,251,614

Transaction costs allocated to warrant liabilities

 

 

 

 

(195,984)

Interest earned on cash and marketable securities held in Trust Account

 

3,197,705

 

1,037,897

 

8,925,457

 

1,052,221

Total other income, net

 

2,084,937

 

6,139,105

 

10,065,686

 

5,979,104

Net income

$

1,866,658

$

5,883,047

$

9,296,631

$

5,497,655

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption

 

23,000,000

 

23,000,000

 

23,000,000

 

12,131,868

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

$

0.06

$

0.20

$

0.32

$

0.31

Basic weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares

 

5,750,000

 

5,750,000

 

5,750,000

 

5,394,301

Basic net income per share, non-redeemable Class A and Class B ordinary shares

$

0.06

$

0.20

$

0.32

$

0.31

Diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares

 

5,750,000

 

5,750,000

 

5,750,000

 

5,750,000

Diluted net income per share, non-redeemable Class A and Class B ordinary shares

$

0.06

$

0.20

$

0.32

$

0.31

(1)

This number excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

See theThe accompanying notes that are an integral part of the unaudited condensed financial statements.

2

Table of Contents


CARTESIAN GROWTH CORPORATION II

CONDENSED STATEMENTSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYDEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED MARCH 31,SEPTEMBER 30, 2023

Class A

    

Class B

    

Additional

    

    

Total

Ordinary Shares

Ordinary Shares

Paid-in

Accumulated

Shareholders’

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Deficit

    

Deficit

Balance — January 1, 2023

$

5,750,000

$

575

$

$

(18,038,714)

$

(18,038,139)

Remeasurement for Class A ordinary shares subject to possible redemption amount

 

 

 

 

 

 

(2,902,118)

 

(2,902,118)

Net income

 

 

 

 

 

 

3,710,757

 

3,710,757

Balance – March 31, 2023

 

$

 

5,750,000

$

575

$

$

(17,230,075)

$

(17,229,500)

Remeasurement for Class A ordinary shares subject to possible redemption amount

 

 

 

 

 

 

(2,825,634)

 

(2,825,634)

Net income

 

 

 

 

 

 

3,719,216

 

3,719,216

Balance – June 30, 2023

 

$

 

5,750,000

$

575

$

$

(16,336,493)

$

(16,335,918)

Remeasurement for Class A ordinary shares subject to possible redemption amount

 

 

 

 

 

 

(3,197,705)

 

(3,197,705)

Conversion of Class B ordinary shares to Class A ordinary shares

 

5,749,998

 

575

 

(5,749,998)

 

(575)

 

 

 

Net income

 

 

 

 

 

 

1,866,658

 

1,866,658

Balance – September 30, 2023

 

5,749,998

$

575

 

2

$

$

$

(17,667,540)

$

(17,666,965)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (UNAUDITED)

Class A

Class B

Additional

Total

Ordinary Shares

Ordinary Shares

Paid-in

Accumulated

Shareholders’

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Deficit

    

Equity (Deficit)

Balance — January 1, 2022

 

$

 

5,750,000

$

575

$

24,425

$

(3,727)

$

21,273

Net loss

 

 

 

 

 

 

 

Balance – March 31, 2022

 

$

 

5,750,000

$

575

$

24,425

$

(3,727)

$

21,273

Remeasurement for Class A ordinary shares subject to possible redemption amount

 

 

 

 

 

(5,951,825)

 

(20,131,911)

 

(26,083,736)

Sale of 8,900,000 Private Placement Warrants

 

 

 

 

 

5,927,400

 

 

5,927,400

Net loss

 

 

 

 

 

 

(385,392)

 

(385,392)

Balance – June 30, 2022

 

$

 

5,750,000

$

575

$

$

(20,521,030)

$

(20,520,455)

Remeasurement for Class A ordinary shares subject to possible redemption amount

 

 

 

 

 

 

(1,037,897)

 

(1,037,897)

Net income

 

 

 

 

 

 

5,883,047

 

5,883,047

Balance – September 30, 2022

 

$

 

5,750,000

$

575

$

$

(15,675,880)

$

(15,675,305)

 

 

Class B Ordinary Shares

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Total

Shareholders’

 

 

 

Shares(1)

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance – December 31, 2021

 

 

5,750,000

 

 

$

575

 

 

$

24,425

 

 

$

(3,727

)

 

$

21,273

 

Net loss

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Balance – March 31, 2022 (Unaudited)

 

 

5,750,000

 

 

$

575

 

 

$

24,425

 

 

$

(3,727

)

 

$

21,273

 

(1)

This number includes an aggregate of up to 750,000 ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

See theThe accompanying notes that are an integral part of the unaudited condensed financial statements.

3

Table of Contents


CARTESIAN GROWTH CORPORATION II

CONDENSED STATEMENT OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2022 (UNAUDITED)

Nine months Ended September 30,

    

2023

    

2022

Cash Flows from Operating Activities:

 

  

 

  

Net income

$

9,296,631

$

5,497,655

Adjustments to reconcile net income to net cash used in operating activities:

 

  

 

  

Interest earned on cash and marketable securities held in Trust Account

 

(8,925,457)

 

(1,052,221)

Transaction costs

 

 

195,984

Change in fair value of convertible promissory note – related party

 

15,494

 

(1,251,614)

Change in fair value of warrant liabilities

 

(1,155,723)

 

(3,871,253)

Changes in operating assets and liabilities:

 

  

 

  

Prepaid expenses and other current assets

 

253,134

 

(411,809)

Accrued expenses

 

69,235

 

162,264

Net cash used in operating activities

 

(446,686)

 

(730,994)

Cash Flows from Investing Activities:

 

  

 

  

Investment of cash in Trust Account

 

 

(236,900,000)

Net cash used in investing activities

 

 

(236,900,000)

Cash Flows from Financing Activities:

 

  

 

  

Proceeds from sale of Units, net of underwriting commissions paid

 

 

225,400,000

Proceeds from sale of Private Placement warrants

 

 

8,900,000

Proceeds from promissory note – related party

 

 

77,944

Repayment of promissory note – related party

 

 

(216,405)

Proceeds from convertible promissory note – related party

 

 

4,600,000

Payment of offering costs

 

(70,000)

 

(469,994)

Net cash (used in) provided by financing activities

 

(70,000)

 

238,291,545

Net Change in Cash

 

(516,686)

 

660,551

Cash – Beginning of period

 

543,667

 

Cash – End of period

$

26,981

$

660,551

Non-Cash investing and financing activities:

 

  

 

  

Offering costs included in accrued offering costs

$

$

75,000

Remeasurement of Class A ordinary shares subject to possible redemption

$

8,925,457

$

27,121,633

Deferred offering costs included in accrued offering costs

$

$

11,500,000

 

 

For the three

months ended

March 31,

2022

(Unaudited)

 

Cash Flows from Operating Activities:

 

 

 

 

Net loss

 

$

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Formation costs paid by related party

 

 

 

Net cash used in operating activities

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

Proceeds from promissory note – related party

 

 

62,944

 

Payment of offering costs

 

 

(62,944

)

Net cash provided by financing activities

 

 

 

Net Change in Cash

 

 

0

 

Cash – Beginning of period

 

 

 

Cash – End of period

 

$

 

Non-Cash investing and financing activities:

 

 

 

 

Deferred offering costs included in accrued offering costs

 

$

78,229

 

See theThe accompanying notes that are an integral part of the unaudited condensed financial statements.

4


Table of Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022SEPTEMBER 30, 2023

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Cartesian Growth Corporation II (the “Company”) was incorporated as a Cayman Islands exempted company on October 13, 2021. The Company was incorporated for the purpose of effecting 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 (a(the “Business Combination”). The Company has not identified any potential business combination target and the Company has not, nor has anyone on its behalf, initiated any discussions, directly or indirectly, with any potential business combination target.

As of March 31, 2022,September 30, 2023, the Company had not commenced any operations. All activity for the period from October 13, 2021 (inception) through March 31, 2022September 30, 2023 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, (as defined below).identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generategenerates non-operating income on cash and marketable securities in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s Sponsor is CGC II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”).The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the Initial Public Offering of 20,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (or 23,000,000 Units if the underwriters’ over-allotment option is exercised in full), which is further discussed in Note 3, and the sale of private placement warrants, which is described in Note 4.

The Company’s registration statement on Form S-1 (File No. 333-261866) (the “Registration Statement”) for the Company’s initial public offering (the “Initial Public Offering”) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2022. On May 10, 2022, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units”), includingwhich includes the issuance of 3,000,000 Units as a result of the underwriters’ full exercise of their overallotment option, at $10.00 per Unit, generating gross proceeds of $230,000,000, (seewhich is discussed in Note 3).3. Each Unit consists of one Class A ordinary share of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”) and one-third of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.

The registration statement on Form S-1(File No. 333-261866) for the Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2022.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,900,000 warrants (the “Private Placement Warrants”), each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, Cantor Fitzgerald & Co. and Piper Sandler & Co. and/or their respective designees,, generating gross proceeds of $8,900,000, which is further describeddiscussed in Note 4.

Simultaneously with the consummation of the Initial Public Offering, the Sponsor loaned the Company $4,600,000, pursuant to a promissory note at no interest (the “Sponsor Loan”). The Sponsor Loan will be repaid or converted into sponsor loan warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per Sponsor Loan Warrant, at the Sponsor’s discretion. The Sponsor Loan Warrants wouldwill be identical to the Private Placement Warrants. If the Company does not complete an initial Business Combination, the Company will not repay the Sponsor Loan from amounts held in thea trust account established for the benefit of the Company’s public shareholders (the “Trust Account”), and the proceeds held in the Trust Account will be distributed to the holders of the Class A Ordinary Shares.

The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80%Transaction costs of the assets held in the Trust Account (excluding theInitial Public Offering amounted to $16,804,728, consisting of $4,600,000 of underwriting commissions, $11,500,000 of deferred underwriting commissions and taxes payable, if any, on the income earned on the Trust Account) at the time$704,728 of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the

5


Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.

other offering costs.

Following the closing of the Initial Public Offering on May 10, 2022, an amount of $236,900,000 ($10.30 per Unit) from the net proceeds of the Initial Public Offering, the sale of the Units, the Private Placement Warrants and the Sponsor Loan, was placed in the Trust Account and will be invested only in U.S. government treasury obligations withhaving a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the public shares if the Company is unable to complete thean initial Business Combination within 18 months from the required time frameclosing of the Initial Public Offering, or November 10, 2023 (subject to the requirements of applicable law) (the “Combination Period”), and (iii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (a) to modify the substance or timing of the Company’s obligation to redeem 100% of theits public shares if the Company does not complete thean initial Business Combination within 18 months from the closing of the Initial Public Offering, or November 10, 2023, (the “Combination Period”)Combination Period, or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity.

6

Table of Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public sharesClass A Ordinary Shares upon the completion of thean initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirements.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account iswas initially anticipated to be $10.30 per public share, regardless of whether or not the underwriters exercise any portion of their option to purchase additional units.share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.

The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A Ordinary Shares are not a “penny share” upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

If the Company has not consummated the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-shareaper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Company’s initial shareholders, officers and directors have agreed to (i) to waive their redemption rights with respect to their founder shares and any public shares purchased during or after the Initial Public Offering in connection with the

6


completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete thean initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold during or after the Initial Public Offering if the Company fails to complete the initial Business Combination within the prescribed time frame,Combination Period, and (iii) vote their founder shares and public shares in favor of the Company’s initial Business Combination.

The Sponsor has agreed it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company has not asked the Sponsor to reserve for such indemnification obligations. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.30 per public share. In such event, the Company may not be able to complete the initial Business Combination, and the investoryou would receive such lesser amount per share in connection with any redemption of the public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

7

Table of Contents

LiquidityCARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these financial statements are issued and therefore substantial doubt has been alleviated.SEPTEMBER 30, 2023

(UNAUDITED)

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the COVID-19 pandemic could have a negative effect on the Company’s financial position, results of operations and/or search for a target company,business, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The military conflict commenced in February 2022 by the Russian Federation in Ukraine and the surrounding region, and Hamas’ attack of Israel and the ensuing war, has created and is expected to create further global economic consequences, including but not limited to the possibility of extreme volatility and disruptions in the financial markets, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. Such global consequences may materially and adversely affect the Company’s ability to consummate an initial Business Combination, or the operations of a target business with which the Company ultimately consummates an initial Business Combination. In addition, the Company’s ability to consummate an initial Business Combination may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the global economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate an initial Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Going Concern

7In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s liquidity condition and the liquidation date raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.

As of September 30, 2023, the Company had $26,981 in its operating bank account, $248,671,364 in cash and marketable securities held in the Trust Account to be used for the completion of a Business Combination and/or for the redemption of the public shares if the Company is unable to complete a Business Combination within the Combination Period (subject to applicable law) and working capital deficit of $137,566.


Until the consummation of a Business Combination or the Company’s liquidation, the Company will use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, and to pay for directors and officers liability insurance premiums.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (as defined below) (see Note 5).

8

Table of Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements are presentedhave been prepared in conformityaccordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or for any future periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s CurrentAnnual Report on Form 8-K10-K for the year ended December 31, 2022, filed with the SEC on May 16, 2022.

March 30, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any future periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart ourOur Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emergingnon-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

9

Table of Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $26,981 and $543,667 as of September 30, 2023 and December 31, 2022, respectively. The Company did not have any cash and cash equivalents as of March 31, 2022September 30, 2023 and December 31, 2021.2022.

8Cash and Marketable Securities Held in Trust Account


At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in primarily U.S. Treasury securities. All of the Company’s investments held in Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Concentration of Credit Risk

Ordinary Shares SubjectFinancial instruments that potentially subject the Company to Possible Redemptionconcentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

The failures of Silicon Valley Bank and Signature Bank on March 10, 2023, raised significant concerns regarding potential risks to deposits at First Republic Bank (“FRB”), including the discretionary working capital account of the Company held at FRB (the “FRB WC Account”). On March 10, 2023, the Company and its management moved to protect the funds in the FRB WC Account by reducing the funds held within the FRB WC Account to $250,000 (the amount covered by FDIC deposit account insurance) and transferring (the “Protective Transfer”), for the benefit of the Company and its shareholders, an aggregate amount of $200,000 (the “At-Risk Funds”) to a bank account at FRB held by the Sponsor. In connection with the foregoing, the Company entered into a letter agreement with Sponsor pursuant to which, Sponsor agreed (i) that the transfer of the At-Risk Funds was effected solely as an accommodation in order to protect such funds on behalf of the Company and its shareholders, (ii) that the At-Risk Funds are the legal property of the Company in all respects, (iii) that Sponsor (x) will hold the At-Risk Funds as and until directed by the Company, (y) will disburse the At-Risk Funds only to or as directed by the Company upon the Company’s written instruction, and (z) has no direct control over the At-Risk Funds in any respect, (iv) not to charge any escrow or accommodation fee to the Company, and (v) to indemnify the Company and its shareholders, directors and officers from and against any losses suffered or incurred as a result of the transfer of the At-Risk Funds. On March 27, 2023, the Company opened a bank account at Customers Bank and on March 28, 2023, the Company directed the Sponsor to transfer the At-Risk Funds to such account. On July 5, 2023, the Company directed the Sponsor to return the At-Risk Funds to the Company’s operating account. As of September 30, 2023, there were no funds held at Customers Bank and the funds held at FRB were below the federally insured limit.

Offering Costs

The Company will account for its ordinary shares subject to possible redemption in accordancecomplies with the guidance inrequirements of ASC 340-10-S99-1 and SEC Staff Accounting Standards Codification (“ASC”)Bulletin Topic 480 “Distinguishing Liabilities from Equity.5A – “Expenses of Offering.Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, there are 0 ordinary shares subject to possible redemption.

Deferred Offering Costs

Deferred offering costs consist principally of professional and registration feesunderwriting, legal, accounting and other costsexpenses incurred through the balance sheets dateInitial Public Offering that are directly related to the Initial Public Offering. The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering” and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” Accordingly, deferred offering costs directly attributableare allocated to the issuance of an equity contractseparable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to be classified in equity are recorded as a reduction of equity.total proceeds received. Offering costs for equity contracts that are classified as assets andassociated with derivative warrant liabilities are expensed immediately.as incurred and presented as non-operating expenses. Offering costs amounted to $16,804,728, of which $16,608,744 were charged to shareholders’ deficit upon the completion of the Initial Public Offering and $195,984 were charged to operations.

10

Table of Contents

CARTESIAN GROWTH CORPORATION II

AsNOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Class A Ordinary Shares Subject to Possible Redemption

The Class A Ordinary Shares contain a redemption feature which allows for the redemption of March 31, 2022such shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC 480-10-S99, the Company classifies its Class A Ordinary Shares outside of permanent equity as their redemption provisions are not solely within the control of the Company. The Class A Ordinary Shares were issued with other freestanding instruments (i.e., the public warrants) and as such, the initial carrying value of the Class A Ordinary Shares classified as temporary equity is the allocated proceeds determined in accordance with ASC 470-20. The Class A Ordinary Shares are subject to FASB ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to FASB ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. Accordingly, at September 30, 2023 and December 31, 2021, there were deferred offering costs recorded2022, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ (deficit) equity in the accompanying unaudited condensedCompany’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The redemption value of the Class A Ordinary Shares does not take into account $100,000 of dissolution expenses, as such dissolution expenses only will be taken into account in the event of the Company’s liquidation. The change in the carrying value of redeemable Class A Ordinary Shares resulted in charges against additional paid-in capital and accumulated deficit.

At September 30, 2023 and December 31, 2022, the Class A Ordinary Shares reflected in the balance sheets of $567,608 and $463,629, respectively.are reconciled in the following table:

Gross proceeds

    

$

230,000,000

Less:

 

  

Proceeds allocated to public warrants

 

(2,560,668)

Class A Ordinary Shares issuance costs

 

(16,608,744)

Plus:

 

  

Remeasurement of carrying value to redemption value

 

28,915,319

Class A Ordinary Shares subject to possible redemption, December 31, 2022

$

239,745,907

Plus:

 

  

Remeasurement of carrying value to redemption value

 

8,925,457

Class A Ordinary Shares subject to possible redemption, September 30, 2023

$

248,671,364

Income Taxes

The Company follows the asset and liability method of accountingaccounts for income taxes under the FASB ASC Topic 740, “Income Taxes” (“ASC 740”). DeferredASC 740 requires the recognition of deferred tax assets and liabilities are recognized for both (i) the estimated future tax consequences attributable toexpected impact of differences between the financial statements carrying amountsand tax basis of existing assets and liabilities and their respective(ii) the expected future tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expectedbenefit to be recoveredderived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or settled. The effect ona portion of deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected towill not be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022September 30, 2023 and December 31, 2021,2022, there were 0no unrecognized tax benefits and 0no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Since its inception, the Company is subject to income tax examinations by major taxing authorities. The Company’s management does not expectdetermined that the total amountCayman Islands is the Company’s only major tax jurisdiction.

11

Table of unrecognized tax benefits will materially change over the next twelve months.Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such,Consequently, income taxes are not reflected in the Company’s tax provision was zero for the period presented.

unaudited condensed financial statements.

Net LossIncome per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net lossincome per ordinary share is computed by dividing net lossincome by the weighted average number of shares of ordinary shares outstanding duringfor the period, excludingperiod. The Company has two classes of ordinary shares, subjectwhich are referred to forfeiture. Weighted averageas redeemable Class A Ordinary Shares and non-redeemable Class A and Class B ordinary shares. Accretion associated with the redeemable shares were reduced forof Class A Ordinary Shares is excluded from income per ordinary share as the redemption value approximates fair value.

The calculation of diluted income per ordinary share does not consider the effect of an aggregatethe warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of upthe warrants is contingent upon the occurrence of future events. The warrants are exercisable to 750,000purchase 16,566,666 Class B ordinary shares that were subject to forfeiture ifA Ordinary Shares in the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). At March 31,aggregate. As of September 30, 2023 and 2022, the Company did not have any dilutive

9


securities andor other contracts that could, potentially, be exercised or converted into ordinary shares that would then share in the earnings of the Company.Company, except for 750,000 Class A ordinary shares which are no longer subject to forfeiture and thus included for dilutive purposes. As a result, diluted lossnet income per ordinary share is the same as basic lossnet income (loss) per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

    

Three Months Ended September 30,

2023

2022

    

    

Non-

    

    

Non-

Redeemable

Redeemable

Redeemable

Class A and

Redeemable

Class A and

Class A

Class B

Class A

Class B

Basic and diluted net income per ordinary share Numerator:

 

  

 

  

 

  

 

  

Allocation of net income

$

1,493,326

$

373,332

$

4,706,438

$

1,176,609

Denominator:

 

  

 

  

 

  

 

  

Basic and diluted weighted average shares outstanding

 

23,000,000

 

5,750,000

 

23,000,000

 

5,750,000

Basic and diluted net income per ordinary share

$

0.06

$

0.06

$

0.20

$

0.20

    

Nine Months Ended September 30,

2023

2022

    

    

Non-

    

    

Non-

Redeemable

Redeemable

Redeemable

Class A and

Redeemable

Class A and

Class A

Class B

Class A

Class B

Basic net income per ordinary share Numerator:

 

  

 

  

 

  

 

  

Allocation of net income

$

7,437,305

$

1,859,326

$

3,805,556

$

1,692,099

Denominator:

 

  

 

  

 

  

 

  

Basic weighted average shares outstanding

 

23,000,000

 

5,750,000

 

12,131,868

 

5,394,301

Basic net income per ordinary share

$

0.32

$

0.32

$

0.31

$

0.31

12

Table of Contents

Concentration of Credit RiskCARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on its accounts.SEPTEMBER 30, 2023

(UNAUDITED)

    

Nine Months Ended September 30,

2023

2022

    

    

Non-

    

    

Non-

Redeemable

Redeemable

Redeemable

Class A and

Redeemable

Class A and

Class A

Class B

Class A

Class B

Diluted net income per ordinary share Numerator:

 

  

 

  

 

  

 

  

Allocation of net income

$

7,437,305

$

1,859,326

$

3,729,858

$

1,767,797

Denominator:

 

  

 

  

 

  

 

  

Diluted weighted average shares outstanding

 

23,000,000

 

5,750,000

 

12,131,868

 

5,750,000

Diluted net income per ordinary share

$

0.32

$

0.32

$

0.31

$

0.31

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value MeasurementsMeasurement and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet,sheets, primarily due to itstheir short-term nature.

Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability, in an orderly transaction between market participants calculated at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”Hedging – Contracts in Entity’s Own Equity” (“ASC 815-40”). The Company’s derivative instruments are recorded at fair value on the balance sheetssheet with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified on the balance sheetssheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheetssheet date.

Warrant Liability

The Company will accountaccounts for the warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classifyclassifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

13

Table of Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Convertible Promissory Note (Sponsor Loan) – Related Party

The Company accounts for the Sponsor Loan issued pursuant to a convertible promissory note at no interest, under ASC Topic 815-15-25, “Derivates and Heading — Recognition” (“ASC 815-15-25”). Under ASC 815-15-25, at the inception of the convertible promissory note, the Company elected to account for such financial instrument under the fair value option. Under the fair value option, convertible promissory notes are required to be recorded at their fair value on the date of issuance, each drawdown date, and at each balance sheet date thereafter. Differences between the face value of the note and the fair value of the note at each drawdown date are recognized as either an expense in the statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the statements of operations. The fair value of the option to convert into Sponsor Loan Warrants was valued utilizing the monte-carlo model (see Note 9).

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative

10


scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. ASU 2020-06 also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2022 and noted it had no impact on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements,standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

On May 10, 2022, pursuant to the Company consummated itsCompany’s Initial Public Offering, pursuant to which the Company sold 23,000,000 Units, includingwhich includes the issuance of 3,000,000 Units as a result of the underwriters’ full exercise of thetheir over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-third of one redeemable warrant. warrant (each, a “public warrant”).

Each whole public warrant will entitleentitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment (see Note 7). adjustment. The warrants will become exercisable on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of the Company’s initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

In addition, if (i) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any founder shares held by them prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (iii) the volume-weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A Ordinary Share equals or exceeds $18.00” below, will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, the Company will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable blue sky laws to the extent an exemption is available.

14

Table of Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Redemption of warrants when the price per Class A Ordinary Share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;
at a price of $0.01 per warrant;
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
if, and only if, the last reported sale price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, Cantor Fitzgerald & Co. purchased an aggregate of 1,897,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, and Piper Sandler & Co. purchased an aggregate of 402,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor, Cantor Fitzgerald & Co., Piper Sandler & Co. or their permitted transferees. The Sponsor, Cantor Fitzgerald & Co., Piper Sandler & Co. or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis.

If the Private Placement Warrants are held by holders other than the Sponsor, Cantor Fitzgerald & Co., Piper Sandler & Co. or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering.

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless (See Note 7)8).

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On October 20, 2021, the Company issued an aggregate of 5,750,000 Class B ordinary shares (the “founder shares”) to the Sponsor and CGC II Sponsor DirectorCo LLC (“directorCo”DirectorCo”) for a total subscription price of $25,000, or approximately $0.004 per share. Such shares are fully paid. Prior to the initial investment in the Company of $25,000 by the Sponsor and directorCo,DirectorCo, the Company had 0no assets, tangible or intangible. Up to 750,000 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the total number of outstanding public shares and founder shares upon completion of the Initial Public Offering. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the companyCompany by the number of founder shares issued. As a result of the underwriters’ decision to fully exercise their over-allotmentover- allotment option on the closing date of the Initial Public Offering, there currently are 0no founder shares subject to forfeiture.

11


The Sponsor and directorCoDirectorCo have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business

15

Table of Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Combination, (i) the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

The founder shares are identical to the Class A Ordinary Shares, except as described herein. However, the holders of the founder shares have agreed (i) to vote any shares owned by them in favor of any proposed Business Combination and (ii) not to redeem any shares in connection with a shareholder vote or tender offer to approve or in connection with a proposed initial Business Combination.

Upon completion of the Class B Conversion (as defined below), the founder shares consist of 5,749,998 Class A Ordinary Shares and two Class B ordinary shares.

Administrative Services Agreement

CommencingThe Company entered into an agreement with the Sponsor pursuant to which, commencing on May 5, 2022 through the effective dateearlier of the Registration Statement,Company’s consummation of a Business Combination and its liquidation, the Company will pay to the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of an initial Business Combination orFor the Company’s liquidation,three and nine months ended September 30, 2023, the Company will cease payingincurred $30,000 and $90,000 for these monthly fees.

services, respectively, of which $20,000 is included in accrued expenses in the accompanying balance sheet. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $50,000 for these services.

Promissory Note — Related Party

On December 31, 2021, the Sponsor agreed to loan the Company up to $250,000 under a promissory note to be used for a portion of the expenses of the Initial Public Offering. This loan was non-interest bearing, unsecured and was due at the earlier of June 30, 2022 or the closing of the Initial Public Offering. As of March 31, 2022September 30, 2023 and December 31, 2021,2022, there were $201,405 and $138,461, respectively,no amounts outstanding under such loan. The total outstanding balanceamount of $261,405 under such loan$216,405 on the closing date of the Initial Public Offering was repaid in full at the closing of the Initial Public Offering.

Convertible Promissory Note (Sponsor Loan) – Related Party

Simultaneously with the consummation of the Initial Public Offering, the Sponsor loaned the Company the Sponsor Loan, for an aggregate of $4,600,000. The proceeds of the Sponsor Loan were added to the Trust Account on the closing date of the Initial Public Offering and will be used to fund the redemption of Class A Ordinary Shares. The Sponsor Loan shall be repaid at the time of an initial Business Combination, or converted into Sponsor Loan Warrants at a conversion price of $1.00 per Sponsor Loan Warrant, at the Sponsor’s discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants. The Sponsor Loan Warrant was extended in order to ensure that the amount in the Trust Account is $10.30 per public share. 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 the Company’s public shareholders. The Sponsor Loan was valued using the fair value method using the monte-carlo method (see Note 9). At September 30, 2023 and December 31, 2022, the Sponsor Loan was valued at a fair value of $3,358,426 and $3,342,932, respectively.

Working Capital Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, it would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside of the Trust Account. In the event that anthe initial Business Combination does not close, the Company may use a portion of the funds held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00

16

Table of Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

per warrant at the option of the lender. The warrants wouldwill be identical to the Private Placement Warrants, including, as to exercise price, exercisability and exercise period. As of March 31, 2022September 30, 2023 and December 31, 2021,2022, the Company had no suchborrowings under any Working Capital Loans were outstanding.Loans.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Agreement

The holders of the founder shares, Private Placement Warrants, any Sponsor Loan Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants, any Sponsor Loan Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering, requiring the Company to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) in the case of the Private Placement Warrants and the respective Class A Ordinary Shares underlying such Private Placement Warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

12


Underwriting Agreement

TheOn May 10, 2022, the underwriters of the Initial Public Offering were paid a cash underwriting commission of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $4,600,000. Additionally, the underwriters for the Initial Public Offering are entitled to a deferred underwriting commission of $0.50 per Unit, or $11,500,000 in the aggregate.$11,500,000. Subject to the terms of the underwriting agreement forof the Initial Public Offering, (i) the deferred underwriting commission waswill be placed in the Trust Account and will be released to the underwriters only upon the consummationcompletion of an initiala Business Combination and (ii) the deferred underwriting commission will be waived by the underwriters in the event that the Company does not complete a Business Combination.

Service Provider Agreements

The Company has engaged a legal advisor to provide services related to the consummation of an initial Business Combination. In addition,connection with this agreement, the Company may be required to pay the legal advisor’s fees in connection with its services contingent upon a successful initial Business Combination. If a Business Combination does not occur, the consummation of the Initial Public Offering, on May 10, 2022, the underwriters of the Initial Public Offering were paid a cash underwriting commission of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $4,600,000.

NOTE 7.  WARRANT LIABILITY

The Company will account for the 16,566,666 warrants issued in connection with the Initial Public Offering (7,666,666 public warrants and 8,900,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provideswould not be required to pay these contingent fees. There can be no assurance that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant ascomplete a liability at its fair value. This liability is subject to remeasurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operation.Business Combination.

NOTE 8.7. SHAREHOLDERS’ EQUITYDEFICIT

Preference SharesThe Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 andper share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2022At September 30, 2023 and December 31, 2021,2022, there were 0no preference shares issued or outstanding.

17

Table of Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Class A Ordinary SharesThe Company is authorized to issue 200,000,000 Class A Ordinary Shares, with a par value of $0.0001 per share. AsOn September 22, 2023, in accordance with the provisions of March 31, 2022the amended and December 31, 2021, there were 0restated memorandum and articles of association of the Company, the Sponsor and DirectorCo exercised their rights to convert an aggregate of 5,749,998 shares of the Company’s Class B ordinary shares into an equal number of the Company’s Class A ordinary shares, on a one-for-one basis (the “Class B Conversion”). At September 30, 2023, there were 28,749,998 Class A Ordinary Shares issued or outstanding.and outstanding, of which 23,000,000 were subject to possible redemption and were classified at their redemption value outside of shareholders’ deficit on the balance sheets. At December 31, 2022, there were 23,000,000 Class A Ordinary Shares issued and outstanding, all of which were subject to possible redemption and were classified at their redemption value outside of shareholders’ deficit on the balance sheets.

Class B Ordinary SharesThe Company is authorized to issue a total of 20,000,000 Class B ordinary shares, atwith a par value of $0.0001 each.per share. At March 31, 2022September 30, 2023, there were two Class B ordinary shares issued andoutstanding. At December 31, 2021,2022, there were 5,750,000 Class B ordinary shares issued and outstanding. Of the 5,750,000outstanding.

Prior to a Business Combination, only holders of Class B ordinary shares an aggregatewill have the right to vote on the appointment of up to 750,000 shares are subject to forfeiture for 0 consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20%directors and may, by ordinary resolution, remove a member of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.

board of directors for any reason. Holders of Class A Ordinary Shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands, as the same may be amended from time to time, or applicable stock exchange rules, the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a general meeting of the company and entitled to vote is required to approve any such matter voted on by its shareholders.

13


The Class B ordinary shares will automatically convert into Class A Ordinary Shares (which such Class A Ordinary Shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of the ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding any Class A Ordinary Shares or equity-linkedequity- linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller of a target business in the initial Business Combination and any Private Placement Warrants or Sponsor Loan Warrants issued to the Sponsor or any of its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A Ordinary Shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A Ordinary Shares at a rate of less than one-to-one.

NOTE 8. WARRANT LIABILITIES

The Company accounts for the 16,566,666 warrants issued in connection with the Initial Public Offering (7,666,666 public warrants and 8,900,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to remeasurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

18

Table of Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30,

December 31,

Description

    

Level

    

2023

    

 2022

Liabilities:

Warrant liability – Public warrants

 

1

$

1,226,667

$

1,724,233

Warrant liability – Private Placement Warrants

 

3

$

1,444,306

$

2,102,463

Convertible Promissory Note

 

3

$

3,358,426

$

3,342,932

The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations.

The warrants and convertible promissory note were valued using a monte- carlo model, which is considered to be a Level 3 fair value measurement. The monte carlo model’s primary unobservable input utilized in determining the fair value is the expected volatility of the Class A Ordinary Shares. The expected volatility as of the closing date of the Initial Public Offering date was derived from observable pricing of public warrants on comparable ‘blank-check’ companies without an identified target.

The following table provides quantitative information regarding the warrant liability Level 3 fair value measurements:

    

    

    

May 10, 2022

 

    

September 30, 2023

    

December 31, 2022

    

(Initial Measurement)

Trading stock price

$

10.86

$

10.25

$

9.89

 

Exercise price

$

11.50

$

11.50

$

11.50

Expected term (in years)

1.35

1.12

 

6.10

Volatility

1.0

%

10.9

%

2.30

%

Risk-free rate

5.31

%

4.69

%

2.95

%

Dividend yield

0.00

%

0.00

%

0.00

%

The following table provides quantitative information regarding the warrant liability Level 3 fair value measurements:

Public

Private

Total

Warrant

Warrant

Warrant

    

Liabilities

    

Liabilities

    

Liabilities

Fair value as of October 13, 2021 (inception)

$

$

$

Initial measurement on May 10, 2022

2,560,668

2,972,600

5,533,268

Change in fair value

 

189,807

 

(870,137)

 

(680,330)

Transfer to Level 1

 

(2,750,475)

 

 

(2,750,475)

Fair value as of December 31, 2022

$

$

2,102,463

$

2,102,463

Change in fair value

 

 

(567,883)

 

(567,883)

Fair value as of March 31, 2023

$

$

1,534,580

$

1,534,580

Change in fair value

 

 

(76,816)

 

(76,816)

Fair value as of June 30, 2023

$

$

1,457,764

$

1,457,764

Change in fair value

 

 

(13,458)

 

(13,458)

Fair value as of September 30, 2023

$

$

1,444,306

$

1,444,306

19

Table of Contents

CARTESIAN GROWTH CORPORATION II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

The following table provides quantitative information regarding the convertible promissory note Level 3 fair value measurements:

    

    

    

    

May 10, 2022

 

    

September 30, 2023

    

December 31, 2022

    

(Initial Measurement)

 

Trading stock price

$

10.86

$

10.25

$

9.89

Exercise price

$

11.50

$

11.50

$

11.50

Expected term (in years)

 

0.63

 

0.68

 

1.10

Expected term of warrant conversion (in years)

 

5.63

 

5.68

 

6.10

Volatility

 

1.0

%  

 

10.9

%  

 

2.30

%

Risk-free rate

 

5.51

%  

 

4.75

%  

 

2.35

%

Probability of merger closing

 

75

%  

 

75

%  

 

75

%

The following table provides quantitative information regarding the convertible promissory note Level 3 fair value measurements:

Fair value as of October 13, 2021 (inception)

    

$

Initial measurement on May 10, 2022

4,600,000

Change in fair value

 

(1,706,572)

Fair value as of December 31, 2022

$

3,342,932

Change in fair value

 

15,962

Fair value as of March 31, 2023

$

3,358,894

Change in fair value

 

(1,102,927)

Fair value as of June 30, 2023

$

2,255,867

Change in fair value

 

1,102,459

Fair value as of September 30, 2023

$

3,358,426

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the period from October 13, 2021 (inception) through September 30, 2023.

NOTE 9.10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the date of the balance sheetssheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, except as described elsewhere in these notes to the unaudited condensed financial statements relating to the consummation of the Initial Public Offering, the Company did not identify any subsequent events that would requirehave required adjustment or disclosure in the unaudited condensed financial statements.statements, except as set forth below:

On October 12, 2023, the Company issued an unsecured promissory note in the principal amount of $500,000 to the Sponsor, which was funded in its entirety by the Sponsor. The note does not bear interest and the principal balance will be payable on the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective (such earlier date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding under the note into that number of warrants equal to the portion of the principal amount of the note being converted divided by $1.00, rounded up to the nearest whole number.

On November 6, 2023, the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”). The Charter Amendment extended the date by which the Company has to consummate a business combination for up to an additional twelve months, 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 times by an additional one month each time, unless the closing of the Company’s initial business combination has occurred (referred to as an “Extension” and such applicable later date, the “Extended Date”), without the need for any further approval of the Company’s shareholders, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension (the “Extension Payment”) the lesser of (a) an aggregate of $150,000 and (b) $0.02 per public share that remains outstanding and is not

20

Table of Contents

CARTESIAN GROWTH CORPORATION II

14NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023


(UNAUDITED)

redeemed prior to any such one-month extension, in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination.

In connection with the votes to approve the Charter Amendment, the holders of 7,129,439 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.86 per share, for an aggregate redemption amount of approximately $77.4 million, leaving approximately $172.4 million in the Trust Account following the Charter Amendment.

In connection with the Extension Payments, on November 6, 2023, the Company issued an unsecured promissory note to the Sponsor in the aggregate amount of $1,800,000 (the “Extension Note”). On November 6, 2023, the Sponsor deposited an Extension Payment in the amount of $150,000 in the Trust Account, representing the lesser of (a) an aggregate of $150,000 and (b) $0.02 per public share that remained outstanding and unredeemed prior to the Extension, which enabled the Company to extend the period of time it has to consummate an initial business combination from November 10, 2023 to December 10, 2023. The Extension Note bears no interest and the principal balance is payable on the date of the consummation of the Company’s initial business combination. The Extension Note is not convertible into private placement warrants and the principal balance may be prepaid at any time.

21

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Cartesian Growth Corporation II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”“sponsor” refer to CGC II Sponsor DirectorCo LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of an initial Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied.statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectusannual report on Form 10-K for its Initial Public Offeringthe fiscal year ended December 31, 2022 (the “2022 Annual Report”) filed with the SECU.S. Securities and Exchange Commission (the “SEC”), on May 9, 2022.March 30, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on October 13, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or engaging in any other similar business combination with one or more businesses or entities (a “Business Combination”(the “business combination”).

We may pursue our initial business combination in any business industry or sector, however, we have focused on seeking high-growth businesses with proven or potential transnational operations or outlooks in order to capitalize on the experience, reputation, and network of our management team. Furthermore, we seek target businesses where we believe we will have an opportunity to drive ongoing value creation after our initial business combination is completed.

We intend to effectuate our initial Business Combinationbusiness combination using cash from the net proceeds of our Initial Public Offering,initial public offering, the sale of the Private Placement Warrants,private placement warrants, the Sponsor Loan,sponsor loan (as defined below), our share capital or a combination of cash, share capital and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial Business Combinationbusiness combination will be successful.

On September 22, 2023, in accordance with the provisions of our amended and restated memorandum and articles of association the Sponsor and CGC II Sponsor DirectorCo LLC exercised their rights to convert an aggregate of 5,749,998 Class B ordinary shares into an equal number of Class A ordinary shares, on a one-for-one basis (the “Class B Conversion”). As a result of the Class B Conversion, at September 30, 2023, there were 28,749,998 Class A ordinary shares and two Class B ordinary shares issued and outstanding.

On November 6, 2023, our shareholders approved an amendment to our amended and restated memorandum and articles of association (the “Charter Amendment”). The Charter Amendment extended the date by which we have to consummate a business combination for up to an additional twelve months, 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 times by an additional one month each time, unless the closing of  

20

the Company’s initial business combination has occurred (which we refer to as an “Extension” and such applicable later date, the “Extended Date”), without the need for any further approval of the Company’s shareholders, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the

trust account for each such one-month extension (the “Extension Payment”) 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, in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination.

In connection with the votes to approve the Charter Amendment, the holders of 7,129,439 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.86 per share, for an aggregate redemption amount of approximately $77.4 million, leaving approximately $172.4 million in the trust account following the Charter Amendment.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from October 13, 2021 (inception)inception through March 31, 2022September 30, 2023 were organizational activities and those necessary to prepare for our Initial Public Offering, described below.initial public offering, and since our initial public offering, our activity has been limited to identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination.  Following the consummation of our Initial Public Offering, we began generatingbusiness combination. We generate non-operating income in the form of interest income on cash and marketable securities held in the heldtrust account (the “trust account”) with Continental Stock Transfer & Trust Company acting as trustee, located in the trust accountUnited States, established for the benefit of our public stockholders (the “Trust Account”).shareholders. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, our initial Business Combination.

business combination.

For the three months ended March 31,September 30, 2023, we had net income of $1,866,658 which consists of interest earned on cash and marketable securities held in the trust account of $3,197,705, offset by a change in the fair value of warrant liabilities of $10,309, a change in the fair value of the convertible promissory note – related party of $1,102,459, and operating costs of $218,279.

For the nine months ended September 30, 2023, we had net income of $9,296,631 which consists of a change in the fair value of warrant liabilities of $1,155,723, and interest earned on cash and marketable securities held in the trust account of $8,925,457, offset by a change in the fair value of the convertible promissory note – related party of $15,494 and operating costs of $769,055.

For the three months ended September 30, 2022, we had net income of $5,883,047 which consists of a change in the fair value of warrant liabilities of $4,284,045, a change in the fair value of the convertible promissory note – related party of $817,163, and interest earned on cash and marketable securities held in the Trust Account of $1,037,897, offset by operating costs of $256,058.

For the nine months ended September 30, 2022, we had net lossincome of $0.

15


$5,497,655 which consists of a change in the fair value of warrant liabilities of $3,871,253, a change in the fair value of the convertible promissory note – related party of $1,251,614, and interest earned on cash and marketable securities held in the Trust Account of $1,052,221, offset by operating and formation costs of $481,449 and transaction costs of $195,984.

Liquidity and Capital Resources

AsUntil the consummation of March 31, 2022our initial public offering, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share by the Sponsor and CGC II Sponsor DirectorCo LLCsponsor and loans from the Sponsor.

As of March 31, 2022, there was no cash used in operating activities and no net loss.

As of March 31, 2022, we had no cash held outside the Trust Account.

In order to finance working capital deficiencies or to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). If we complete our initial Business Combination, we would repay the Working Capital Loans. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.

sponsor.

On May 10, 2022, we consummated our Initial Public Offeringthe initial public offering of 23,000,000 Units,units, including the full exercise by the underwriters of their over-allotment option, in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit,unit, generating total gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering,initial public offering, we consummated the Sponsor purchased an aggregatesale of 6,600,0008,900,000 private placement warrants, (the “Private Placement Warrants”)each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, at a price of $1.00 per Private Placement Warrant,private placement warrant in a private placement to the sponsor, Cantor Fitzgerald & Co. purchased an aggregate of 1,897,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, and Piper Sandler & Co. purchased an aggregate, generating gross proceeds of 402,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000.

Simultaneously with the consummation of the Initial Public Offering,initial public offering, the Sponsorsponsor loaned us $4,600,000 at no interest (the “Sponsor Loan”“sponsor loan”). The Sponsor Loansponsor loan will be repaid or converted into sponsor loan warrants (the “Sponsor Loan Warrants”“sponsor loan warrants”) at a conversion price of $1.00 per Sponsor Loan Warrant,sponsor loan warrant, at the Sponsor’ssponsor’s discretion. The Sponsor Loan Warrants wouldsponsor loan warrants will be identical to the Private Placement Warrants. private placement warrants.

21

If we do not complete an initial Business Combination,a business combination, we will not repay the Sponsor Loansponsor loan from amounts held in the Trust Account,trust account, and the proceeds held in the Trust Accounttrust account will be distributed to the holders of the Class A Ordinary Shares.

ordinary shares.

A total of $236,900,000 ($10.30 per Unit)unit) of the net proceeds from the Initial Public Offering,initial public offering, including the full exercise of the over-allotment option, the sale of the Private Placement Warrantsprivate placement warrants and the Sponsor Loansponsor loan, was placed in the Trust Account.trust account. Transaction costs of the initial public offering amounted to $16,804,728, consisting of $4,600,000 of underwriting commissions, $11,500,000 of deferred underwriting commissions and $704,728 of other offering costs.

For the nine months ended September 30, 2023, cash used in operating activities was $446,686. Net income of $9,296,631 was affected by interest earned on cash and marketable securities held in the trust account of $8,925,457, a change in the fair value of a convertible promissory note of $15,494 and a change in the fair value of warrant liabilities of $1,155,723. Changes in operating assets and liabilities was affected by $322,369 of cash provided for operating activities.

As discussed above, following the Charter Amendment, there was approximately $172.4 million remaining in the trust account.

As of September 30, 2023, we had cash and marketable securities held in the trust account of $248,671,364 (including approximately $11,771,364 of interest income consisting of U.S. treasury bills with a maturity of 185 days or less). We may withdraw interest from the trust account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account,trust account, including any amounts representing interest earned on the Trust Accounttrust account (less deferred underwriting commissions andany taxes payable), to complete our initial Business Combination.business combination. To the extent that our share capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination,business combination, the remaining proceeds held in the Trust Accounttrust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2023, we had cash held outside of the trust account of $26,981 available for working capital needs. We intend to use the funds held outside the Trust Accounttrust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination,business combination, and to pay for directors and officers liability insurance premiums.

We do not believe we will need to raise additional funds inIn order to meetfund working capital deficiencies or finance transaction costs in connection with a business combination, the expendituressponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required for operating our business. However, if our estimate(the “working capital loans”). If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the costsfunds held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of identifyingthe working capital loans may be converted into warrants at a targetprice of $1.00 per warrant at the option of the lender. The warrants will be identical to the private placement warrants, including, as to exercise price, exercisability and exercise period. As of September 30, 2023 and December 31, 2022, we had no borrowings under any working capital loans.

On October 12, 2023, we issued an unsecured promissory note in the principal amount of $500,000 to the Sponsor, which was funded in its entirety by the Sponsor. The note does not bear interest and the principal balance will be payable on the earlier to occur of (i) the date on which the Company consummates its initial business undertaking in-depth due diligencecombination and negotiating a Business Combination are less than(ii) the actualdate that the winding up of the Company is effective (such earlier date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding under the note into that number of warrants equal to the portion of the principal amount necessaryof the note being converted divided by $1.00, rounded up to do so,the nearest whole number.

In connection with the Extension Payments described above, on November 6, 2023, we may have insufficient funds availableissued an unsecured promissory note to operate our businessthe Sponsor in the aggregate amount of $1,800,000 (the “Extension Note”). On November 6, 2023,  the Sponsor deposited an Extension Payment in the amount of $150,000 in the trust account, representing the lesser of (a) an aggregate of $150,000 and (b) $0.02 per public share that remained outstanding and unredeemed prior to ourthe Extension, which enabled us to extend the period of time we have to consummate an initial Business Combination. Moreover, we may needbusiness combination from November 10, 2023 to obtain additional financing either to complete our initial Business Combination, either becauseDecember 10, 2023. The Extension Note bears no interest and the transaction requires more cash thanprincipal balance is available frompayable on the proceeds held indate of the Trust Account or because we become obligated to redeem a significant number of our public shares upon completionconsummation of our initial business combination, in which case wecombination. The Extension Note is not convertible into private placement warrants and the principal balance may issue additional securities or incur debt inbe prepaid at any time.

22

Going Concern

In connection with suchour assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that our liquidity condition and liquidation date raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after November 10, 2023, or the applicable Extended Date.

As of September 30, 2023, we had $26,981 in our operating bank accounts, $248,671,364 in marketable securities held in the trust account to be used for the completion of a business combination. Ifcombination and/or for the redemption of the public shares if we are unable to complete a business combination by November 10, 2023 (subject to applicable law) unless our initial Business Combination becauseshareholders approve the Extension Proposal, and working capital deficit of $137,566.

16


we do not have sufficient funds available to us,Until the consummation of a business combination or our liquidation, we will be forceduse the funds held outside the trust account primarily to cease operationsidentify and liquidate the Trust Account. In addition, following our initialevaluate target businesses, perform business due diligence on prospective target businesses, travel to and from offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, if cash on hand is insufficient, we may needand to obtain additional financingpay for directors and officers liability insurance premiums. In addition, in order to meet our obligations.

Prior tofinance transaction costs in connection with a business combination, the completionsponsor or an affiliate of the sponsor, or certain of our Initial Public Offering, we lacked the liquidity we neededofficers and directors may, but are not obligated to, sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. We have since completed our Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released toloan us for general working capital purposes. Accordingly, management has since reevaluated our liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date the financial statements included elsewhere in this Quarterly Report are issued and therefore substantial doubt has been alleviated.

loans.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2022September 30, 2023 and December 31, 2021.

2022.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations or other long-term liabilities, other than an agreement to pay the Sponsorsponsor a sum of $10,000 per month for office space, utilities, secretarial support and administrative services. We began incurring these fees on May 5, 2022 and will continue to incur these fees on a monthly basis until the earlier of the completion of an initial Business Combinationbusiness combination and our liquidation.

The underwriters of our Initial Public Offeringinitial public offering are entitled to a deferred underwriting commission of $0.50 per Unit,unit, or $11,500,000 in the aggregate. Subject to the terms of the underwriting agreement for our Initial Public Offering,initial public offering, (i) the deferred underwriting commission was placed in the Trust Accounttrust account and will be released to the underwriters only upon the consummation of our initial Business Combinationbusiness combination and (ii) the deferred underwriting commission will be waived by the underwriters in the event that we do not complete a Business Combination.business combination.

We have engaged a legal advisor to provide services related to the consummation of an initial business combination. In connection with this agreement, we may be required to pay the legal advisor’s fees in connection with its services contingent upon a successful initial business combination. If a business combination does not occur, we would not be required to pay these contingent fees. There can be no assurance that we will complete a business combination.

Critical Accounting Policies

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities

Deferred Offering Costs

Deferred offering costs consist principally of professional and registration fees and other costs incurred throughWe account for the balance sheets date that are directly related towarrants issued in connection with the Initial Public Offering.  Offering, which are discussed in Note 3, Note 4 and Note 9 to the unaudited condensed financial statements included elsewhere in this Quarterly Report, in accordance with FASB ASC Topic 815-40,

23

“Derivatives and Hedging, Contracts in Entity’s Own Equity.” Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations.

Ordinary Shares Subject to Possible Redemption

In accordance with FASB ASC 480-10-S99, redemption provisions not solely within our control require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480-10-S99. All of the 23,000,000 Class A ordinary shares contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with an initial Business Combination and in connection with certain amendments to our amended and restated memorandum and articles of association. Accordingly, at September 30, 2023, all Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of shareholders’ deficit on the balance sheets.

We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

Net Income Per Ordinary Share

We comply with theaccounting and disclosure requirements of FASB ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering,260, “Earnings Per Share,and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” Accordingly, deferred offering costs directly attributablepursuant to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

As of March 31, 2022 and December 31, 2021, there were deferred offering costs recorded in the accompanying unaudited condensed balance sheets of $567,608 and $463,629, respectively.

Net Loss per Share

Net losswhich net income per share is computed by dividing net lossincome by the weighted average number of ordinary shares outstanding during the period, excludingperiod. We have two classes of shares, Class A ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of up to 750,000and Class B ordinary shares that were subject to forfeiture ifshares. Earnings and losses are shared pro rata between the over-allotment option was not exercised in full or in part bytwo classes of shares. Accretion associated with the underwriters of the Initial Public Offering. At March 31, 2022, we did not have any dilutive

17


securities and other contracts that could, potentially, be exercised or converted intoredeemable Class A ordinary shares that would thenis excluded from income per ordinary share in our earnings. As a result, diluted loss per share isas the same as basic loss per share for the periods presented.

redemption value approximates fair value.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. ASU 2020-06 also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We adopted ASU 2020-16 effective January 1, 2022 and noted we had no impact on our financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures aboutAbout Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

24

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2022,September 30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 20222023 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1825

PART II - II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for the Initial Public Offering filed with the SEC on May 9, 2022.2022 Annual Report. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for the Initial Public Offering filed with the SEC,2022 Annual Report, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On October 20, 2021, we issued an aggregate of 5,750,000 Class B ordinary shares (the “founder shares”) to the Sponsor and CGC II Sponsor DirectorCo LLC for a total subscription price of $25,000, or approximately $0.004 per founder share, pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.  No underwriting discounts or commissions were paid with respect to such issuances.

On May 10, 2022, we consummated the Initial Public Offeringinitial public offering of 23,000,000 Units, which includesunits, including the full exercise by the underwriters of their over-allotment option, in the amount of 3,000,000 Units. The Units were sold at an offeringa purchase price of $10.00 per Unit,unit, generating total gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant, each whole warrant entitlingThe securities sold in our initial public offering were registered under the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.  The warrants will become exercisableSecurities Act on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of an initial Business Combination, and will expire five years after the consummation of an initial Business Combination, or earlier upon redemption or liquidation.

As previously reported on a Current Reportregistration statement on Form 8-K, simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of an aggregate of 8,900,000 private placement warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, of which the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants, Cantor Fitzgerald & Co. purchased an aggregate of 1,897,500 Private Placement Warrants, and Piper Sandler & Co. purchased an aggregate of 402,500 Private Placement Warrants, generating gross proceeds of $8,900,000.S-1 (File No. 333-261866). The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to the Private Placement Warrants.

statement became effective on March 5, 2022.

A total of $236,900,000 of the net proceeds from the Initial Public Offering,initial public offering, the sale of the Private Placement Warrantsprivate placement warrants and the Sponsor Loan (described in Part I of this Quarterly Report)sponsor loan was deposited in a trust account established for the benefit of our public shareholders, with Continental Stock Transfer & Trust Company acting as trustee.

trustee. For a description of the use of the proceeds generated in the Initial Public Offering,initial public offering, see Part I, Item 2 of this Quarterly Report.

Item 3. Defaults uponUpon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

None. 

1926

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.Report.

No.

Description of Exhibit

3.1

Amended and Restated Memorandum and Articles of Association of the Company, dated May 5, 2022 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 11, 2022 and incorporated by reference herein)

3.2

Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8 K, filed with the SEC on November 7, 2023 and incorporated by reference herein)

10.1

Promissory Note issued in favor of CGC II Sponsor LLC, dated October 12, 2023 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2023 and incorporated by reference herein)

10.2

Promissory Note issued in favor of CGC II Sponsor LLC, dated November 6, 2023 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 7, 2023 and incorporated by reference herein)

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Under the Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a),of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Under the Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a),of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*

*Filed herewith.

**

Furnished herewith.

20**Furnished herewith.


27

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CARTESIAN GROWTH CORPORATION II

Date: June 17, 2022November 9, 2023

By:

/s/ Peter Yu

Name:

Peter Yu

Title:

Chief Executive Officer

(Principal Executive Officer)

Date: June 17, 2022November 9, 2023

By:

/s/ Beth Michelson

Name:

Beth Michelson

Title:

Chief Financial Officer

(Principal Financial and Accounting Officer)

28

21