Pangaea Three-B Form 3 Cartesian Growth Corp II / Peter Yu ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CGC II Sponsor LLC

(Last) (First) (Middle)

505 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2022

3. Issuer Name and Ticker or Trading Symbol
Cartesian Growth Corp II [ RENE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	5,750,000(2)(3)	(1)	D

1. Name and Address of Reporting Person^*

CGC II Sponsor LLC

(Last) (First) (Middle)

505 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pangaea Three-B, LP

(Last) (First) (Middle)

505 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yu Peter

(Last) (First) (Middle)

505 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. The Class B ordinary shares (the "Class B Shares") have no expiration date and will automatically convert into Class A ordinary shares at the time of the initial business combination of Cartesian Growth Corporation II (the "Issuer"), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-261866).

2. Includes up to 750,000 Class B Shares subject to forfeiture by CGC II Sponsor LLC (the "Sponsor") depending on the extent to which the underwriters' option to purchase additional units is exercised.

3. Represents 5,650,000 Class B Shares held by the Sponsor and 100,000 founder shares held by CGC II Sponsor DirectorCo LLC ("DirectorCo") for the benefit of the Issuer's independent directors. The sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of the Sponsor and is controlled by Peter Yu, the Issuer's Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the Class B Shares held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such Class B Shares. Mr. Yu disclaims beneficial ownership of the Class B Shares held by the Sponsor and DirectorCo, except to the extent of his pecuniary interest therein.

Remarks:

Chairman of the Board of Directors and Chief Executive Officer See Exhibit 24.1 - Power of Attorney See Exhibit 24.2 - Power of Attorney See Exhibit 24.3 - Power of Attorney

	/s/ Adam Namoury, Attorney-in-Fact	05/05/2022
	/s/ Adam Namoury, Attorney-in-Fact	05/05/2022
	/s/ Adam Namoury, Attorney-in-Fact	05/05/2022
	** Signature of Reporting Person	Date
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