8-K: Cartesian Growth Corporation II Faces Nasdaq Delisting After Failing to Complete Business Combination

Cartesian Growth Corporation II will be delisted from Nasdaq after failing to complete a business combination within the required timeframe.

Summary

• Cartesian Growth Corporation II received a delisting notice from Nasdaq on May 6, 2025.
• The delisting is due to the company's failure to complete a business combination within 36 months of its IPO, as required by Nasdaq Listing Rule IM-5101-2.
• Trading of the company's securities will be suspended on May 13, 2025.
• The company will not appeal the delisting decision.
• Cartesian Growth Corporation II expects its securities to be quoted on the over-the-counter market following delisting.
• The company is still working to complete an initial business combination.
• The company will remain a reporting entity under the Securities Exchange Act of 1934.
• Forward-looking statements regarding the quotation of securities on the over-the-counter market and the ability to complete a business combination are subject to risks and uncertainties.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the delisting notice and failure to meet Nasdaq's requirements. While the company is trying to complete a business combination, the delisting is a significant setback.

Positives

• The company is working diligently to complete an initial business combination as soon as practicable.
• The company will remain a reporting entity under the Securities Exchange Act of 1934.

Negatives

• The company received a delisting notice from Nasdaq.
• The company failed to complete a business combination within the required timeframe.
• Trading of the company's securities will be suspended on May 13, 2025.
• The company will not appeal the delisting decision.

Risks

• The company's securities will be delisted from Nasdaq.
• The company's actual results could differ materially and adversely from those expressed in forward-looking statements.
• There is no guarantee that the company will be able to complete a business combination.

Future Outlook

The company expects its securities to be quoted on the over-the-counter market following delisting from Nasdaq and is working to complete an initial business combination as soon as practicable. These statements are forward-looking and subject to risks and uncertainties.

Management Comments

• The Company is working diligently to complete an initial business combination as soon as practicable.

Industry Context

This announcement is typical for SPACs (Special Purpose Acquisition Companies) that fail to complete a merger within a specified timeframe. Many SPACs face challenges in finding suitable targets and completing deals, leading to liquidations or delistings.

Comparison to Industry Standards

• The 36-month timeframe for completing a business combination is a standard requirement for SPACs listed on Nasdaq.
• Failure to meet this deadline is a common reason for SPAC delistings.
• Other SPACs that have faced similar situations include companies like Gores Metropoulos II, which liquidated after failing to find a target, and InterPrivate Acquisition Corp, which extended its deadline multiple times before eventually completing a merger.

Stakeholder Impact

• Shareholders will likely experience a decrease in the value of their holdings due to the delisting.
• The company's reputation may be negatively affected.
• The company may face challenges in attracting potential merger partners.

Next Steps

• Suspension of trading on Nasdaq on May 13, 2025.
• Quotation of securities on the over-the-counter market.
• Continued efforts to complete an initial business combination.

Key Dates

Keywords

delisting, business combination, Nasdaq, securities, Cartesian Growth Corporation II, RENEU, RENE, RENEW