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): October 7, 2024

Cartesian Growth Corporation II

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

On October 7, 2024, Cartesian Growth Corporation II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”) entered into an amendment (the “Amendment”) to the Investment Management Trust Agreement, dated as of May 5, 2022 (the “Trust Agreement”), in order to permit the Trustee to hold funds in the Company’s trust account (the “Trust Account”) in an interest-bearing bank demand deposit account, in addition to investing such funds in U.S. government treasury obligations having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations (collectively, “Treasury Obligations”). In connection therewith, the Company directed the Trustee to move the funds held within the Trust Account, which were previously invested in Treasury Obligations, into an interest-bearing bank demand deposit account.

Other than set forth herein, the terms of the Trust Agreement remain unchanged.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

On October 7, 2024, Cartesian Growth Corporation II (the “Company”) approved the twelfth one-month extension of the time period during which it may consummate an initial business combination (such time period, the “Business Combination Period”). In connection with this extension of the Business Combination Period to November 10, 2024 (the “Extension”), the Company drew an aggregate of $150,000 (the “Extension Funds”) from the unsecured promissory note in the principal amount of up to $1,800,000, dated November 6, 2023 (the “Note”), by the Company in favor of CGC II Sponsor LLC (the “Sponsor”). As provided for in the Company’s amended and restated memorandum and articles of association (as amended, the “Articles”), the Sponsor (or its affiliates or permitted designees) will deposit the Extension Funds into the trust account that was established by the Company in connection with its initial public offering.

The Extension is the twelfth of twelve one-month extensions permitted under the Articles.

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

Date: October 9, 2024