8-K: Cartesian Growth II Eyes PLXSUR Merger

Sentiment:

Business Combination Agreement Update 17 October 2025 6:30 AM

📋All filings for Cartesian Growth CORP Ii

Cartesian Growth Corporation II has entered into a non-binding framework agreement for a potential business combination with PLXSUR Limited, an English private limited company.

Delay expectedCartesian Growth Corporation II's termination date for its initial business combination may need to be extended.Cartesian Growth Corporation II will seek shareholder approval to extend the time period for its initial business combination to at least March 31, 2026.The filing explicitly states there is no guarantee the company will be able to consummate a business combination by its termination date (which may be extended), indicating a potential for delay.

Capital raiseThe agreement mentions 'Private Placements' as a potential source of capital, where Cartesian Class A Ordinary Shares or PubCo Ordinary Shares could be sold to investors on mutually agreed terms consistent with the Company Value.Cartesian and PLXSUR will use commercially reasonable efforts to cooperate in arranging any Private Placements if the parties agree to pursue them.

Summary

Cartesian Growth Corporation II (CGC II) and PLXSUR Limited signed a non-binding Letter of Framework on October 16, 2025, outlining terms for a potential business combination.
The Proposed Transaction involves PLXSUR becoming a direct wholly-owned subsidiary of PubCo (a newly formed Cayman Islands company), and CGC II merging into Merger Sub (a wholly-owned subsidiary of PubCo), with CGC II surviving as a wholly-owned subsidiary of PubCo.
The transaction is contingent on board and stakeholder approvals from both companies, regulatory approvals, and other customary closing conditions.
The parties intend for the Merger and Company Exchange to qualify as exchanges described in Section 351 of the U.S. federal income Tax Code.
CGC II will seek shareholder approval to extend its initial business combination deadline to at least March 31, 2026.
CGC II Sponsor LLC (Sponsor) has agreed to support the transaction by not converting Sponsor Loans into Cartesian Private Placement Warrants at closing, amending loan terms for repayment within six months post-closing, transferring 1,000,000 Cartesian Ordinary Shares to certain PLXSUR shareholders, voting in favor of the transaction, not redeeming its Class B shares, and waiving anti-dilution provisions.
Sponsor will exchange 6,600,000 Cartesian Private Placement Warrants for 349,947 newly issued PubCo Ordinary Shares.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive due to the announcement of a potential business combination and the detailed framework, indicating progress. However, the non-binding nature, explicit risks, and the need for an extension introduce significant caution, preventing a higher score.

Positives

Entry into a non-binding framework agreement indicates significant progress towards a definitive business combination for CGC II.
The Sponsor Support Agreement demonstrates strong commitment from a key stakeholder, including voting in favor of the transaction and waiving anti-dilution rights, which enhances transaction certainty.
The intention for the transaction to qualify as a Section 351 exchange for U.S. federal income tax purposes suggests a focus on tax-efficient structuring for the combined entity.
The plan to seek an extension for the business combination deadline provides additional time to finalize the complex transaction, reducing immediate pressure.

Negatives

The Letter of Framework is non-binding, meaning there is no guarantee that a definitive agreement will be reached or that the Proposed Transaction will be consummated.
The transaction is subject to multiple layers of approval, including board, stakeholder, and regulatory bodies, which introduces significant execution risk and potential for delays.
CGC II's existing termination date for its initial business combination may require an extension, indicating potential time constraints and the need for further shareholder approval.
The filing explicitly highlights risks related to the financial performance of PLXSUR, which could impact the attractiveness or viability of the combination.

Risks

There is no guarantee that Cartesian Growth Corporation II will be able to enter into a definitive business combination agreement with PLXSUR Limited.
If a definitive agreement is entered, there is no guarantee that the business combination will be consummated by Cartesian Growth Corporation II's termination date (which may be extended).
The Proposed Transaction is subject to board and stakeholder approval of both Cartesian Growth Corporation II and PLXSUR Limited.
Regulatory approvals and other customary closing conditions must be satisfied for the transaction to close.
The financial performance of PLXSUR Limited is a risk factor that may cause actual results and Cartesian Growth Corporation II's performance to differ materially.
The occurrence of any event, change, or other circumstances could give rise to a delay in or the failure to enter into a definitive agreement relating to, or the ability to close an initial business combination.
The 'Warrant Accounting Matter' is a known issue for SPACs and is noted as an exception in Cartesian Growth Corporation II's financial statements, potentially impacting financial reporting.

Future Outlook

The parties intend to consummate the business combination, subject to various approvals and conditions. Cartesian Growth Corporation II plans to seek an extension for its business combination deadline to at least March 31, 2026, to allow sufficient time for the transaction to close. The combined entity aims for its ordinary shares to be listed on Nasdaq.

Management Comments

Management believes that Cartesian Growth Corporation II can consummate an initial business combination with PLXSUR, though there is no guarantee.

Industry Context

This filing represents a typical de-SPAC transaction where a Special Purpose Acquisition Company (SPAC) like Cartesian Growth Corporation II seeks to merge with a private operating company (PLXSUR Limited) to take it public. The mention of the 'Warrant Accounting Matter' reflects a broader industry-wide issue for SPACs regarding the accounting treatment of warrants, which has impacted many companies in this sector. The intent to list on Nasdaq aligns with common SPAC strategies for public market access.

Comparison to Industry Standards

The structure of the business combination, involving a SPAC (Cartesian Growth Corporation II) merging with a private company (PLXSUR Limited) to go public, is a standard de-SPAC transaction model prevalent in the industry.
The inclusion of a Sponsor Support Agreement, where the SPAC's sponsor commits to voting in favor and waiving certain rights, is a common practice to demonstrate sponsor alignment and facilitate shareholder approval, comparable to similar agreements in other SPAC mergers.
The stated intention for the transaction to qualify as a Section 351 exchange for U.S. federal income tax purposes is a common objective in such transactions to achieve tax efficiency for the parties involved, aligning with best practices for minimizing tax burdens in corporate reorganizations.
The need for an extension of the business combination deadline is not uncommon for SPACs, as many face challenges in completing mergers within their initial timeframe, reflecting a broader trend of extended timelines in the SPAC market.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Initial Directors of PubCo	N/A	Individuals set forth on Schedule A (not provided in filing)	Merger Effective Time	Establishment of the new public entity's board.
Initial Officers of PubCo	N/A	Individuals mutually agreed by the Company and Cartesian	Merger Effective Time	Establishment of the new public entity's executive leadership.
Officers and Board Members of PLXSUR Limited	Current officers and board members	N/A	Company Exchange Effective Time	Resignations effective upon the Company Exchange.
Officers and Board Members of Cartesian Growth Corporation II	Current officers and board members	N/A	Merger Effective Time	Resignations effective upon the Merger.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Organizational Documents Amendment	PubCo's amended and restated memorandum and articles of association (PubCo A&R Articles) will be adopted effective as of the Merger Effective Time, establishing the governance framework for the combined public entity.	Merger Effective Time	Establishes the foundational governance structure for the newly public combined entity, defining shareholder rights, board composition, and operational rules.
Organizational Documents Amendment	The Surviving Company's (Cartesian Growth Corporation II post-merger) amended and restated memorandum and articles of association (Surviving Company A&R Articles) will be adopted effective as of the Merger Effective Time.	Merger Effective Time	Defines the governance and operational framework for Cartesian Growth Corporation II as a wholly-owned subsidiary of PubCo post-merger.
Indemnification Policy	PubCo A&R Articles will contain provisions no less favorable for indemnification, advancement, or expense reimbursement of directors, officers, employees, or agents than current Company Organizational Documents and Cartesian Articles, for six years post-merger.	Merger Effective Time	Ensures continuity and protection for past and future directors and officers against liabilities, which is crucial for attracting and retaining talent.
D&O Insurance	PubCo, Cartesian, and the Company will purchase D&O Tail Policies for six years post-closing, with terms no less favorable than current policies, covering matters prior to the Merger Effective Time.	Closing Date	Provides extended liability coverage for directors and officers for pre-merger events, mitigating personal risk and supporting corporate governance best practices.
Board and Officer Appointments	Initial directors and officers of PubCo and the Surviving Company will be mutually agreed upon by the Company and Cartesian, and specified in the Plan of Merger and Schedule A.	Merger Effective Time	Establishes the leadership and oversight structure of the new public entity and its subsidiary, critical for strategic direction and operational management.

Legal Proceedings

No material Action is pending or, to the knowledge of the Company, threatened against PLXSUR Limited or any Company Subsidiary, or any property or asset thereof, before any Governmental Authority or any other person.
Neither PLXSUR Limited nor any Company Subsidiary nor any material property or asset thereof is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of the Company, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.
No material Action is pending or, to the knowledge of Cartesian Growth Corporation II, threatened against Cartesian Growth Corporation II, or any property or asset thereof, before any Governmental Authority.
Neither Cartesian Growth Corporation II nor any material property or asset thereof is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of Cartesian Growth Corporation II, continuing investigation by any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority.
As of the date of the agreement, there are no outstanding SEC comments from the SEC with respect to the Cartesian SEC Reports, and none of the Cartesian SEC Reports filed or furnished on or prior to the date hereof is subject to ongoing SEC review or investigation.

Related Party Transactions

CGC II Sponsor LLC (Sponsor), an affiliate of Cartesian Growth Corporation II, is a party to the Sponsor Support Agreement and the Cartesian Private Placement Warrant Support Agreement, committing to various actions to facilitate the transaction.
Pangaea Three-B, LP, an exempted limited partnership and an affiliate of Sponsor, is a party to a Loan Agreement and an Advance Subscription Agreement with PLXSUR Limited, both dated October 15, 2024.
The Sponsor has agreed to transfer 1,000,000 Cartesian Ordinary Shares to certain PLXSUR shareholders as part of the transaction.
The Sponsor will exchange 6,600,000 Cartesian Private Placement Warrants for 349,947 newly issued PubCo Ordinary Shares.
Cartesian Growth Corporation II has no outstanding loans or other extensions of credit made to any executive officer or director.
Cartesian Growth Corporation II has no unsatisfied material liability with respect to any employee, officer, director, non-entity individual consultant, or any related party, other than reimbursement of out-of-pocket expenses incurred by officers and directors within specified limits.

Stakeholder Impact

**Shareholders (Cartesian Growth Corporation II)**: Will vote on the business combination and an extension proposal. Class A shareholders have redemption rights. Class B shares will convert to Class A. Public warrants will separate from units. They will receive PubCo Ordinary Shares in exchange for their Cartesian Class A Ordinary Shares.
**Shareholders (PLXSUR Limited)**: Will transfer their shares to PubCo and receive PubCo Ordinary Shares as consideration for the business combination.
**Sponsor (CGC II Sponsor LLC)**: Has committed to supporting the transaction through a support agreement, including voting in favor, waiving anti-dilution rights, and transferring shares. Will also participate in a warrant exchange for PubCo shares.
**Employees (PLXSUR Limited)**: The company will use commercially reasonable efforts to preserve the services of current officers, key employees, and key consultants. Existing employee benefit plans and compensation arrangements are detailed.
**Directors & Officers (CGC II & PLXSUR Limited)**: A new leadership structure for PubCo and the Surviving Company will be established. Indemnification provisions and D&O tail policies will be put in place to protect them.
**Customers & Suppliers (PLXSUR Limited)**: The company will use commercially reasonable efforts to preserve current relationships with its customers and suppliers.

Next Steps

Prepare and file a proxy statement and a Form F-4 registration statement with the SEC.
Seek shareholder approval for the Cartesian Proposals at the Cartesian Shareholders Meeting.
Seek shareholder approval to extend the time period for Cartesian Growth Corporation II to consummate its initial business combination to at least March 31, 2026.
Obtain board and stakeholder approvals from both Cartesian Growth Corporation II and PLXSUR Limited.
Obtain necessary regulatory approvals.
Finalize the Payment Spreadsheet for Company Shareholder Consideration.
Cause PubCo Ordinary Shares to be approved for listing on Nasdaq.
Potentially pursue Private Placements to raise capital.

Key Dates

Date	Description
2022-05-05	Effective date of Cartesian Growth Corporation II's Amended and Restated Memorandum and Articles of Association.
2022-05-05	Date of Warrant Agreement between Cartesian Growth Corporation II and CST.
2023-03-23	Date of Company Certificate of Incorporation and Articles of Association of PLXSUR Limited.
2024-04-15	Date of Confidentiality Agreement between Sponsor and PLXSUR Limited.
2024-10-15	Date of Loan Agreement and Advance Subscription Agreement between PLXSUR Limited and Pangaea Three-B, LP (an affiliate of Sponsor).
2024-12-31	End of fiscal year for PLXSUR Limited's unaudited financial statements.
2025-08-31	Date of PLXSUR Limited's unaudited statements of financial position and income (Company 2025 Balance Sheet).
2025-10-08	Cartesian Growth Corporation II filed a preliminary proxy statement with the SEC.
2025-10-16	Date Cartesian Growth Corporation II entered into a non-binding Letter of Framework with PLXSUR Limited.
2025-10-17	Date of signing of the 8-K report by Peter Yu, CEO of Cartesian Growth Corporation II.
2025-12-31	End of fiscal year for PLXSUR Limited's pro forma EBITDA calculation.
2026-03-31	Target date for extension of Cartesian Growth Corporation II's initial business combination deadline.

Recommendation

hold

The filing announces a non-binding Letter of Framework for a potential business combination, which is a significant step for a SPAC. While it signals serious intent and outlines key terms, the non-binding nature and numerous conditions (including shareholder and regulatory approvals) introduce substantial uncertainty. The need for an extension of the business combination deadline also highlights potential challenges. A 'hold' recommendation is appropriate as investors should await a definitive agreement and further details on PLXSUR's financials and the final terms before making a more aggressive investment decision. The Sponsor's commitment is a positive, but the overall transaction remains contingent.

Keywords

SPAC, Business Combination, Merger, PLXSUR, Cartesian Growth Corporation II, SEC Filing, 8-K, Corporate Governance, Investment, Financial Reporting

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