UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
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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 also incorporated by reference into this Item 1.01.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 3, 2025, 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 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.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 3, 2025, the Company held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”). On October 10, 2025, the record date for the Extraordinary Meeting, there were 12,999,712 ordinary shares issued and outstanding entitled to be voted at the Extraordinary Meeting (consisting of 12,999,710 shares of Class A ordinary shares and two shares of Class B ordinary shares of the Company), approximately 92.458% 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:
1. 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 we refer to as our 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 (the “IPO”) if it fails to complete such initial business combination, from November 5, 2025 (the “Current Termination Date”) to August 5, 2026 (such date, the “Extended Date” and such proposal, the “Extension Proposal”). The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 8,863,937 | 3,155,321 | 0 | 0 |
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.
In connection with the votes to approve the Extension, the holders of 4,173,618 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 $12.27 per share, for an aggregate redemption amount of $51,219,981.36 million, leaving $37,750,814.08 million in the Trust Account.
Item 9.01. Financial Statements and Exhibits
(c) 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: November 4, 2025