Form 8-K

8-K — Cartesian Growth Corp II

Accession: 0001104659-26-055849

Filed: 2026-05-06

Period: 2026-05-05

CIK: 0001889112

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

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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)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

May 5, 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 2.03 of this Current Report

on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 5, 2026, Cartesian Growth

Corporation II (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $250,000

to CGC II Sponsor LLC (the “Sponsor”). The Note does not bear interest and the principal balance will be payable on the earlier

to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the

Company is effective (such earlier date, the “Maturity Date”). In the event the Company consummates its initial business combination,

the Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Note into that number

of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided

by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of

the private placement warrants issued by the Company at the time of its initial public offering (the “IPO”), as described

in the prospectus for the IPO dated May 5, 2022 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions

applicable thereto. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the

unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The issuance of the Note

was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing

description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1

to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Promissory Note issued in favor of CGC II Sponsor LLC, dated May 5, 2026

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: May 5, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2613695d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

THIS PROMISSORY NOTE (THIS “NOTE”)

AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES

INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER

THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS

NOT REQUIRED.

PROMISSORY NOTE

Principal Amount:

$250,000

Dated as of May

5, 2026

Cartesian Growth Corporation II,

a Cayman Islands exempted company (“Maker”), promises to pay to the order of CGC II Sponsor LLC, a Cayman Islands limited

liability company, or its registered assigns or successors in interest (“Payee”), the principal sum of Two Hundred

Fifty Thousand Dollars ($250,000) in lawful money of the United States of America, on the terms and conditions described below. All payments

on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account

as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

Principal. The principal balance of this Note shall be payable on the earliest to occur of (i) the date on which Maker consummates

its initial business combination and (ii) the date that the winding up of Maker is effective (such date, the “Maturity Date”).

The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer,

director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.

2.    Interest. No interest shall accrue

on the unpaid principal balance of this Note.

3.   Drawdown. Upon execution of this Note,

Payee shall fund Two Hundred Fifty Thousand Dollars ($250,000).

4.   Application of Payments. All payments shall first be applied to the payment in full of any costs incurred in connection with

the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in

full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

5.    Conversion.

(a)

At Payee’s option, on the Maturity Date in the event Maker consummates its initial business combination, Payee may elect

to convert all or any portion of the principal outstanding under this Note into that number of warrants (“Working Capital Warrants”)

equal to: (i) the portion of the principal amount of this Note being converted pursuant to this Section 5, divided by (ii) $1.00, rounded

up to the nearest whole number. Each Working Capital Warrant shall have the same terms and conditions as the warrants issued by Maker

pursuant to a private placement to Payee (the “Private Placement”), as described in the prospectus (the “Prospectus”)

for Maker’s initial public offering (the “IPO”) dated May 5, 2022 and filed with the U.S. Securities and Exchange

Commission, including the transfer restrictions applicable thereto. The Working Capital Warrants and the Class A ordinary shares underlying

such warrants, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share

split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization, shall be entitled to the

registration rights set forth in that certain registration rights agreement among Maker, Payee and the other parties thereto, dated as

of May 5, 2022.

(b)

Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and

such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed,

to Maker or such other address which Maker shall designate against delivery of the Working Capital Warrants, (iii) Maker shall promptly

deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv)

in exchange for all or any portion of the surrendered Note, Maker shall, within five (5) business days following receipt by Maker of Payee’s

election to convert this Note pursuant to this Section 5, deliver to Payee the Working Capital Warrants, which shall bear such legends

as are required in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal

securities laws.

(c)

Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Working Capital

Warrants upon conversion of this Note pursuant hereto; provided, however, that Payee shall not be obligated to pay any transfer

taxes resulting from any transfer requested by Payee in connection with any such conversion.

(d)

The Working Capital Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with

all applicable provisions of law. No fractional warrants shall be issued upon conversion of this Note. For the avoidance of doubt, in

the event that all principal on this Note has been paid in full on or prior to the Maturity Date, then Payee shall not be entitled to

convert any portion of this Note into Working Capital Warrants. Upon conversion of this Note in full, this Note shall be cancelled and

void without further action of Maker or Payee, and Maker shall be forever released from all its obligations and liabilities under this

Note.

6.    Events of Default. The following shall

constitute an event of default (each, an “Event of Default”):

(a)

Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within

five (5) business days of the date specified in Section 1 above.

(b)

Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy,

insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a

receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its

property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such

debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c)

Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the

premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a

receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,

or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a

period of 60 consecutive days.

7.    Remedies. Subject to Section 13 below:

(a)

Upon the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker, declare this

Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall

become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly

waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b)

Upon the occurrence of an Event of Default specified in Sections 6(b) or 6(c), the unpaid principal balance of this Note, and all

other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action

on the part of Payee.

8.    Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice

of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted

by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any

property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under

execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that

any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may

be sold upon any such writ in whole or in part in any order desired by Payee.

9.    Unconditional

Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the

payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall

not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee,

and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the

payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto

without notice to Maker or affecting Maker’s liability hereunder.

10.  Notices.

All notices, statements or other documents which are required or contemplated by this Note shall be in writing and delivered: (i) personally

or sent by first class registered or certified mail, overnight courier service to the address designated in writing by such party, (ii)

by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by

such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic

mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have

been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by

facsimile or electronic mail, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent

by mail.

11. Construction

and Governing Law. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD

TO CONFLICT OF LAW PROVISIONS THEREOF.

12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such

jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,

and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other

jurisdiction.

13.  Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim

of any kind (“Claim”) in or to any distribution of or from the trust account in which a portion of the proceeds of

the IPO and the Private Placement were deposited, as described in greater detail in the Prospectus, and hereby agrees not to seek recourse,

reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever; provided, however,

that upon the consummation of the initial business combination, Maker shall repay the principal balance of this Note out of the proceeds

released to Maker from the trust account.

14.  Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent

of Maker and Payee, except to the extent deemed given by Maker pursuant to Section 8 and 9 above.

15.  Assignment.

No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law

or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent

shall be void; provided, however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound

by the terms of this Note.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Maker and Payee, intending

to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.

CARTESIAN GROWTH CORPORATION II

By:

/s/ Peter Yu

Name:

Peter Yu

Title:

Chief Executive Officer

Acknowledged and Agreed:

CGC II SPONSOR LLC

By:

/s/ Beth Michelson

Name:

Beth Michelson

Title:

Manager and Vice President

[Signature Page to Promissory Note]

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