Form 8-K

8-K — Cartesian Growth Corp II

Accession: 0001104659-26-090343

Filed: 2026-08-04

Period: 2026-07-30

CIK: 0001889112

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2622035d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2622035d1_ex3-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

July 30, 2026

Cartesian Growth Corporation II

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-41378

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

505 Fifth Avenue, 15th Floor

New York, New York

10017

(Address of principal executive

offices)

(Zip Code)

(212) 461-6363

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the

Act: None.

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 1.01. Entry into

a Material Definitive Agreement.

The

information provided in Item 5.03 of this Current Report on Form 8-K is also incorporated by reference into this Item 1.01.

Item 5.03. Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

July 30, 2026, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles

of Association (as amended, the “Charter”), which became effective solely upon the approval by the Company’s shareholders

thereof. The amendment extended the Termination Date from August 5, 2026 to August 5, 2027. The information disclosed in Item 5.07 of

this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein.

The

foregoing description of the amendment to the Charter does not purport to be complete and is qualified in its entirety by reference to

the full text of the amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein

by reference.

Item 5.07. Submission

of Matters to a Vote of Security Holders.

July 30, 2026, the Company held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”). On July 6,

2026, the record date for the Extraordinary Meeting, there were 8,826,094 ordinary shares issued and outstanding entitled to be voted

at the Extraordinary Meeting (consisting of 8,826,092 shares of Class A ordinary shares and two shares of Class B ordinary shares of the

Company), approximately 89.177% of which were represented in person or by proxy at the Extraordinary Meeting.

The

final results for the matter submitted to a vote of the Company’s shareholders at the Extraordinary Meeting are as follows:

The Extension Proposal

The

shareholders approved the proposal to amend the Company’s Charter to extend the date by which the Company must (1) effect 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, which the Company refers to as its initial business combination, (2) cease its operations except for the

purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, par

value $0.0001 per share, of the Company (“Class A Ordinary Shares”), included as part of the units sold in the Company’s

initial public offering that was consummated on May 10, 2022, if it fails to complete such initial business combination, from August 5,

2026 (the “Current Termination Date”) to August 5, 2027 (such date, the “Extended Date” and such proposal, the

“Extension Proposal”). The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

7,870,808

A copy of the Extension Proposal is attached to this Current Report

on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 8.01. Other Events.

connection with the votes to approve the Extension, the holders of 2,601,058 shares of Class A Ordinary Shares of the Company properly

exercised their right to redeem their shares for cash at a redemption price of approximately $12.50 per share, for an aggregate redemption

amount of $32.5 million, leaving $5.9 million in the Trust Account.

Item 9.01. Financial

Statements and Exhibits

Exhibit

No.

Description

3.1

Amendment to the Amended and Restated Memorandum and Articles of Association

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARTESIAN GROWTH CORPORATION II

By:

/s/ Peter Yu

Name:

Peter Yu

Title:

Chief Executive Officer

Date: August 4, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2622035d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM

AND ARTICLES OF ASSOCIATION

CARTESIAN GROWTH CORPORATION II

RESOLVED, as a special resolution: that the Amended and Restated Memorandum

and Articles of Association of the Company be amended by the deletion of the existing Articles 49.7 and 49.8 in their entirety and the

insertion of the following language in their place:

49.7       In the event that

the Company does not consummate a Business Combination by August 5, 2027 (the “Termination Date”), or such later time as the

Members may approve in accordance with the Articles, the Company shall:

(a)         cease all operations except

for the purpose of winding up;

(b)        as promptly as reasonably

possible but not more than ten business days thereafter, redeem the Public Shares, at a per-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 (less taxes payable and up to US $100,000 of interest to pay dissolution expenses), divided by the number of then

Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive

further liquidation distributions, if any); and

possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and

dissolve.

subject in each case to its obligations under Cayman Islands law to

provide for claims of creditors and other requirements of Applicable Law.

49.8       In the event that

any amendment is made to the Articles:

(a)         to modify the substance

or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the

Public Shares if the Company does not consummate a Business Combination by the Termination Date; or

(b)        with respect to any other

provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor,

DirectorCo, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness

of any such amendment at a per-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, divided by the number

of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption

Limitation and any applicable requirements for redemption herein, as the Company may specify from time to time in its discretion.

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