DEF 14A: Cartesian Growth II Seeks Third Extension for SPAC Deal

Cartesian Growth Corporation II (CGC II) is requesting shareholder approval to extend its deadline for completing an initial business combination to August 5, 2026, citing insufficient time.

Summary

• CGC II is holding an Extraordinary General Meeting on November 3, 2025, to vote on extending its business combination deadline from November 5, 2025, to August 5, 2026.
• The company has already secured two previous extensions, with significant shareholder redemptions occurring during those periods.
• As of October 17, 2025, the Trust Account held approximately $88,728,622, with an anticipated per-share redemption price of $12.24.
• The closing price of Class A Ordinary Shares on October 17, 2025, was $12.20 per share.
• A non-binding Letter of Framework was entered into with PLXSUR Limited on October 16, 2025, for a potential business combination, but there is no guarantee of a definitive agreement.
• Shareholders have the right to redeem their Class A Ordinary Shares for cash at approximately $12.24 per share if the Extension Proposal is approved, regardless of their vote.
• The Extension Proposal requires a special resolution, meaning an affirmative vote of at least two-thirds of the issued and outstanding Ordinary Shares.
• The Sponsor and Initial Shareholders, who own approximately 44.2% of outstanding Ordinary Shares, intend to vote in favor of the extension.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While the extension provides more time and a potential target has been identified, this is the third extension, indicating persistent challenges. Significant past redemptions and the reduction of interest income from the Trust Account due to regulatory changes are negative factors. The non-binding nature of the PLXSUR framework adds uncertainty.

Positives

• The proposed extension provides Cartesian Growth Corporation II with an additional nine months to identify and complete an initial business combination, potentially preserving shareholder value.
• The company has entered into a non-binding Letter of Framework with PLXSUR Limited, indicating active progress towards a potential business combination target.
• Public shareholders are offered redemption rights at an anticipated price of approximately $12.24 per share, which is slightly higher than the market closing price of $12.20 on October 17, 2025.

Negatives

• This is the third extension sought by the company, suggesting persistent challenges in securing a suitable business combination within the allotted timeframes.
• Previous extension votes resulted in substantial redemptions: 7,129,439 shares during the first extension and 8,620,849 shares (totaling $99,613,642) during the second extension, significantly reducing the Trust Account balance.
• There is no guarantee that the extension will lead to a completed business combination, and warrants will expire worthless if a deal is not consummated.
• The liquidation of Trust Account securities into cash, to mitigate Investment Company Act risks, will reduce potential interest income for shareholders.
• The Sponsor and management face significant financial losses (worthless Founder Shares and Private Warrants, unpaid loans, unreimbursed expenses) if a business combination is not completed.

Risks

• No assurance that the extension will enable the completion of a business combination by the Extended Date.
• Redemptions by public shareholders could leave insufficient cash to consummate a business combination on commercially acceptable terms or at all.
• The liquidity of the company's securities may be adversely affected by a large number of redemptions.
• Inability to sell Class A Ordinary Shares in the open market at favorable prices, even if the market price is higher than the redemption price.
• Potential for a U.S. business combination to be subject to review by the Committee on Foreign Investment in the United States (CFIUS), which could block or delay the transaction.
• Risk of being deemed an investment company under the Investment Company Act of 1940, which would severely restrict activities and likely lead to liquidation.
• Warrants will expire worthless if the company liquidates without completing a business combination.
• Purchases of public shares by insiders to limit redemptions could reduce the public float and potentially make it difficult to maintain listing on a national securities exchange.

Future Outlook

If the Extension Proposal is approved, the company plans to continue actively seeking and working towards consummating an initial business combination with a target like PLXSUR Limited by the new deadline of August 5, 2026. A separate shareholder meeting will be held prior to this extended date to seek approval for any proposed business combination. The company does not currently anticipate seeking any further extensions beyond August 5, 2026.

Management Comments

• "The Board believes that there may not be sufficient time before the Current Termination Date to complete an initial business combination."
• "The Board believes that in order to be able to complete an initial business combination, it is appropriate to obtain the Extension."
• "The Board has determined that it is in the best interests of our shareholders to extend the date by which the Company must complete an initial business combination to the Extended Date."
• "We believe that, given the Companys expenditure of time, effort, and money on pursuing an initial business combination, the Extension is warranted and beneficial for those shareholders who do not elect to redeem their shares."
• "Liquidation of the Trust Account is a fundamental obligation of the Company to the public shareholders and the Company is not proposing and will not propose to change that obligation to the public shareholders."
• "Our Board recommends that you vote in favor of the Extension Proposal but expresses no opinion as to whether you should redeem your public shares."

Industry Context

This filing reflects a common challenge faced by Special Purpose Acquisition Companies (SPACs) in the current market environment: the difficulty of identifying and closing suitable business combinations within their initial operational timelines. The need for multiple extensions, coupled with significant redemptions, is a recurring theme for SPACs. The company's decision to liquidate Trust Account assets into cash to avoid being classified as an investment company under the SEC's new SPAC Final Rules highlights the evolving regulatory landscape impacting the SPAC industry, which can reduce potential returns from interest income for shareholders.

Corporate Governance

Related Party Transactions

• The Sponsor (CGC II Sponsor LLC) and its affiliates beneficially own 5,750,000 Founder Shares (44.2% of outstanding Ordinary Shares) and 8,900,000 Private Placement Warrants, which will be worthless if a business combination is not completed.
• The Sponsor has loaned the company an aggregate of $10,550,000, which will likely not be repaid if a business combination is not completed.
• The Sponsor receives $10,000 per month for office space, administrative, and support services under an Administrative Services Agreement, which will continue if the extension is approved.
• Company officers and directors are entitled to reimbursement of out-of-pocket expenses related to identifying and completing a business combination, which will not be reimbursed if no business combination is completed.
• The Sponsor, directors, officers, advisors, or their affiliates may purchase public shares to limit redemptions, with specific disclosure requirements and voting restrictions for such purchases.

Stakeholder Impact

• **Shareholders:** Face continued uncertainty regarding the completion of a business combination, but gain an extended opportunity for a deal. Those who redeem will receive cash at a slight premium to the current market price. Those who do not redeem retain voting rights for a future business combination and redemption rights if a deal is not completed by the Extended Date. Warrants held by public shareholders will expire worthless if no business combination is completed.
• **Sponsor and Management:** Their significant investment in Founder Shares and Private Warrants, along with outstanding loans and unreimbursed expenses, are at risk if the extension is not approved or a business combination is not completed. The extension provides them more time to realize value from their investment.
• **Creditors:** The company has obligations under Cayman Islands law to provide for claims of creditors in the event of liquidation.

Next Steps

• Hold an Extraordinary General Meeting on November 3, 2025, to vote on the Extension Proposal and Adjournment Proposal.
• If the Extension Proposal is approved, file an amendment to the Charter with the Cayman Islands Registrar of Companies.
• Continue efforts to consummate an initial business combination with PLXSUR Limited or another suitable target by August 5, 2026.
• Hold another shareholder meeting prior to the Extended Date to seek approval for any proposed initial business combination and related proposals.
• File a Current Report on Form 8-K with the SEC within four business days after the Extraordinary General Meeting to disclose voting results.

Key Dates

Recommendation

The recommendation is 'hold' for existing shareholders due to the mixed signals. While the extension provides more time and a potential target (PLXSUR) has been identified, the company's history of multiple extensions and significant past redemptions indicate ongoing challenges. The redemption price is slightly above the current market price, offering an exit for those who wish to de-risk. However, for those who believe in the management's ability to close a deal with PLXSUR or another target, holding offers the potential upside of a successful business combination. The liquidation of trust assets to cash reduces the 'risk-free' return component, making the decision more dependent on the perceived likelihood of a successful de-SPAC.

Keywords

SPAC, Extension, Business Combination, Redemption Rights, Proxy Statement, Cartesian Growth Corporation II, PLXSUR, Trust Account, SEC Filing, Corporate Governance