Cartesian Growth Corporation II(RENEU)

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Cartesian Growth Corporation II(RENEU) - 2025 Q1 - Quarterly Report
2025-05-15 21:31
Financial Performance - The company had a net income of $559,864 for the three months ended March 31, 2025, primarily from interest earned on cash and marketable securities held in the trust account of $672,811[174]. - For the three months ended March 31, 2024, the company reported a net income of $2,534,872, with interest earned on cash and marketable securities amounting to $2,276,486[175]. Trust Account and Cash Holdings - As of March 31, 2025, the company had cash and marketable securities in the trust account totaling $85,688,408, which included approximately $23,288,612 of interest income[184]. - Following the First Extension Charter Amendment, approximately $172.4 million remained in the trust account after 7,129,439 Class A ordinary shares were redeemed at a price of approximately $10.86 per share[165]. - After the Second Extension Charter Amendment, approximately $83,770,196 remained in the trust account after 8,620,849 Class A ordinary shares were redeemed at a price of approximately $11.55 per share[167]. - As of March 31, 2025, the company had $85,688,408 in cash and marketable securities held in the trust account for business combination completion[193]. Business Operations and Strategy - The company has not engaged in any operations or generated revenues to date, with activities limited to identifying a target company for a business combination[173]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination[184]. Financing and Debt - The sponsor loaned the company $4,600,000 at no interest, which may be repaid or converted into sponsor loan warrants[178]. - The company issued unsecured promissory notes totaling $1,800,000 on November 6, 2023, to fund extension payments for the business combination period[188]. - The sponsor deposited $150,000 in the trust account in November 2024, December 2024, January 2025, February 2025, and April 2025 to extend the business combination period[191]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2025[195][196]. - The company has no borrowings under any working capital loans as of March 31, 2025[186]. Expenses and Liabilities - The company has incurred expenses related to being a public company, including legal and financial reporting costs, as well as due diligence expenses[173]. - The deferred underwriting commission from the initial public offering amounts to $11,500,000, contingent upon the consummation of the initial business combination[197]. - The company has a working capital deficit of $3,682,958 as of March 31, 2025[193]. Shareholder Matters - All 15,870,561 Class A ordinary shares are subject to redemption, classified as temporary equity at redemption value[204]. - The company has engaged a legal advisor for services related to the initial business combination, with fees contingent upon success[198]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern due to liquidity conditions[192].
Cartesian Growth Corporation II(RENEU) - 2024 Q4 - Annual Report
2025-03-31 20:37
Financial Risks and Concerns - The company may be unable to complete its initial business combination if funds outside the trust account are insufficient to operate until at least the Extended Date[86]. - Public shareholders may receive approximately $10.30 per share or less upon liquidation of the trust account if the initial business combination is not completed[87]. - If the company cannot locate a suitable target business, it may be forced to liquidate, resulting in shareholders receiving less than $10.30 per share[97]. - The company expects to incur significant costs in pursuit of acquisition plans, which may impact its financial condition[89]. - Loans from the sponsor or management team may be necessary to fund operations if external financing is not secured[88]. - The company may face write-downs or impairments post-acquisition, negatively affecting financial results and shareholder value[90]. - The potential for shareholder redemption increases if the target business does not meet the company's general criteria and guidelines[95]. - The company may face challenges in obtaining additional financing for its initial business combination, which could lead to restructuring or abandonment of the transaction[147]. - If the initial business combination is not completed, public shareholders may receive approximately $10.30 per share upon liquidation of the trust account[147]. - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a going concern, raising concerns about liquidity and potential mandatory liquidation[214]. Acquisition and Business Combination Challenges - The requirement for the target business to have a fair market value of at least 80% of the trust account balance may limit potential acquisition opportunities[97]. - The company is not obligated to obtain an independent valuation for the business it acquires, relying instead on the judgment of its board of directors[98]. - The company may only complete one business combination with the net proceeds from the initial public offering, which could lead to a lack of diversification and increased risks[110]. - If the company completes its initial business combination with a complex business, it may face numerous operational risks that could delay or prevent achieving desired results[114]. - The company may seek to complete its initial business combination with a private company, which may result in limited information and potential profitability issues[112]. - The company may attempt to simultaneously complete business combinations with multiple targets, which could increase costs and risks[111]. - The company may face significant challenges and costs in managing cross-border business operations, which could negatively impact financial and operational performance[122]. - The company may face additional risks if it completes a business combination with a company located outside of the United States, including difficulties in enforcing legal rights[120]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete its initial business combination, impacting its results of operations[208]. Shareholder and Governance Issues - Founder shares will equal 20% of the total number of ordinary shares issued upon completion of the initial public offering, differing from typical blank check company structures[99]. - The independent directors have a financial interest in the founder shares, which may create a conflict of interest in selecting target businesses[105]. - Initial shareholders collectively own 20% of the total founder shares and Class A ordinary shares, influencing votes on amendments and business combinations[143]. - The company has a provision allowing amendments to its memorandum and articles of association with a two-thirds majority vote, which is lower than the 90%-100% required by many blank check companies[142]. - The absence of a specified maximum redemption threshold may allow the company to complete an initial business combination without substantial shareholder agreement[137]. - Provisions in the company's amended and restated memorandum may inhibit takeovers, potentially limiting share price appreciation[138]. - Amendments to the company's constitutional documents may be sought to facilitate initial business combinations, which some shareholders may not support[139]. - Shareholders holding more than 15% of Class A ordinary shares may lose the ability to redeem excess shares if the company seeks shareholder approval for its initial business combination[179]. Regulatory and Compliance Issues - The company must comply with Sarbanes-Oxley Act requirements, which may increase the time and costs associated with completing an acquisition[159]. - The company is incorporated in the Cayman Islands, which may limit investors' ability to protect their rights through U.S. federal courts[160]. - Financial statement requirements may restrict the pool of potential target businesses for acquisition, as some may not provide necessary disclosures in time[158]. - The company is classified as an "emerging growth company," which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors[205]. - The company has not opted out of the extended transition period under the JOBS Act, which may complicate comparisons of its financial statements with those of other public companies[206]. - The company is a "smaller reporting company," allowing it to provide only two years of audited financial statements, which may hinder comparisons with other public companies[207]. - If deemed an investment company under the Investment Company Act, the company would face burdensome compliance requirements and may abandon efforts to complete a business combination[210]. Market and Operational Risks - Increased competition among special purpose acquisition companies (SPACs) for attractive targets may lead to higher costs and difficulties in finding suitable acquisition opportunities[129]. - Uncertainty in international economic and political relationships, including tariffs and regulatory changes, could materially affect the company's ability to identify and consummate potential targets[131]. - The company may not maintain control of a target business post-acquisition, which could impact operational effectiveness[132]. - Changes in the market for directors and officers liability insurance could complicate the negotiation and completion of initial business combinations[134]. - The market for the company's securities may not fully develop or be sustained, adversely affecting liquidity and price[170]. - The company may face increased scrutiny from state regulators if it is no longer listed on Nasdaq, affecting its ability to sell securities[169]. - Cyber incidents or attacks could lead to information theft, operational disruption, and financial loss, as the company may not have sufficient resources to protect against such occurrences[215]. Financial Instruments and Share Dilution - The company issued 7,666,666 warrants as part of its initial public offering and 8,900,000 private placement warrants, which could affect the market price of Class A ordinary shares[150]. - Changes in the value of warrants, classified as liabilities, may lead to fluctuations in financial results and impact the market price of Class A ordinary shares[151]. - The company may issue additional Class A ordinary shares to complete its initial business combination, which could substantially dilute existing shareholders' interests[182]. - The company is authorized to issue up to 200,000,000 Class A ordinary shares, with potential anti-dilution provisions affecting the conversion of founder shares[183]. - The company has the ability to amend the terms of the warrants with the approval of at least 65% of the outstanding public warrants, which could be adverse to holders[178]. - The grant of registration rights to sponsors may complicate the initial business combination and adversely affect the market price of Class A ordinary shares[184]. - Significant dilution of equity interest for investors in the initial public offering may occur due to the issuance of a substantial number of Class A ordinary shares[185]. Conflicts of Interest - Conflicts of interest may arise as executive officers and directors are not required to commit full time to the company's affairs[190]. - The personal and financial interests of directors and officers may influence their motivation in selecting a target business[194]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, leading to potential conflicts[193]. - The trust account funds may be subject to third-party claims, potentially reducing the per-share redemption amount below $10.30[196]. - If claims against the trust account are successful, the funds available for initial business combination and redemptions could be reduced[198]. - The company may face challenges in completing the initial business combination if third-party claims reduce trust account funds[199]. - The company may face a reduction in the amount of funds in the trust account available for distribution to public shareholders if indemnification obligations are not enforced, potentially lowering the per-share amount below $10.30[200]. - Shareholders could be held liable for claims by third parties against the company to the extent of distributions received upon redemption of their shares, which could be viewed as unlawful payments if the company is unable to pay its debts[201]. - If the company files for bankruptcy after distributing proceeds from the trust account, a court may seek to recover such proceeds, exposing the board of directors to claims of punitive damages[202].
Cartesian Growth Corporation II(RENEU) - 2024 Q3 - Quarterly Report
2024-11-12 22:51
Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $2,909,414, which includes interest earned on cash and marketable securities of $2,340,228[137]. - For the nine months ended September 30, 2024, the company had a net income of $7,551,693, driven by interest income of $6,924,394 from cash and marketable securities[139]. Trust Account and Securities - As of September 30, 2024, the company held cash and marketable securities in the trust account amounting to $182,526,592, including approximately $21,413,154 in interest income[147]. - Following the First Extension Charter Amendment, approximately $172.4 million remained in the trust account after 7,129,439 Class A ordinary shares were redeemed at approximately $10.86 per share[129]. - After the Second Extension Charter Amendment, approximately $83.77 million remained in the trust account after 8,620,849 Class A ordinary shares were redeemed at approximately $11.55 per share[131]. - As of September 30, 2024, the company had $199,764 in operating bank accounts and $182,526,592 in marketable securities held in the trust account[156]. Operating Costs and Revenues - The company incurred operating costs of $217,022 for the three months ended September 30, 2024, and $638,503 for the nine months ended September 30, 2024[137][139]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[136]. Business Combination and Funding - The company intends to use substantially all funds in the trust account to complete its initial business combination and for working capital of the target business[147]. - The company issued an unsecured promissory note to the sponsor for $2,400,000 in connection with the Second Extension Charter Amendment[132]. - The company issued an unsecured promissory note of $500,000 on October 12, 2023, and additional notes of $250,000 each on January 19, 2024, and July 12, 2024[150]. - The company drew an aggregate of $1,800,000 from the First Extension Note, with $150,000 drawn at each extension date from November 2023 through October 2024[152]. Debt and Obligations - The company has no long-term debt obligations or off-balance sheet arrangements as of September 30, 2024[158][159]. - The company is obligated to pay the sponsor $10,000 per month for office space and administrative services until the completion of a business combination or liquidation[159]. Liquidity and Risk Factors - Management has determined that liquidity conditions raise substantial doubt about the company's ability to continue as a going concern[155]. - The company has no material changes to risk factors disclosed in its 2023 Annual Report as of the date of this Quarterly Report[170]. Legal and Compliance - The company has engaged a legal advisor for services related to the consummation of an initial business combination, with fees contingent upon success[161]. - The company has conducted an evaluation of its disclosure controls and procedures, concluding they were effective at a reasonable assurance level[167].
Cartesian Growth Corporation II(RENEU) - 2024 Q2 - Quarterly Report
2024-08-13 01:41
Financial Performance - Net income for the three months ended June 30, 2024, was $2,107,407, compared to $3,719,216 for the same period in 2023, indicating a decrease of approximately 43.3%[10] - The company reported a loss from operations of $198,298 for the three months ended June 30, 2024, compared to a loss of $311,461 for the same period in 2023, showing an improvement of approximately 36.3%[10] - The accumulated deficit increased to $(19,382,414) as of June 30, 2024, from $(18,540,527) as of December 31, 2023, indicating a rise in deficit of approximately 4.5%[9] - Basic net income per ordinary share for the six months ended June 30, 2024, was $0.21, compared to $0.26 for the same period in 2023[53] - The allocation of net income for the six months ended June 30, 2024, was $3,407,662, while for the same period in 2023, it was $5,943,978[53] Assets and Liabilities - Total assets as of June 30, 2024, increased to $179,915,252 from $174,582,232 as of December 31, 2023, representing a growth of approximately 1.91%[8] - Cash and marketable securities held in the Trust Account amounted to $179,736,364 as of June 30, 2024, up from $174,252,198 as of December 31, 2023[8] - Current liabilities increased to $2,451,313 as of June 30, 2024, from $1,530,978 as of December 31, 2023, reflecting an increase of approximately 60%[8] - Total current assets decreased to $178,888 as of June 30, 2024, from $330,034 as of December 31, 2023, a decline of approximately 45.9%[8] - The Company reported a working capital deficit of $2,272,425 as of June 30, 2024[32] Trust Account and Initial Public Offering - The Company completed its Initial Public Offering on May 10, 2022, raising gross proceeds of $230 million from the issuance of 23 million units at $10.00 per unit[21] - The Company placed $236.9 million in the Trust Account from the net proceeds of the Initial Public Offering and related transactions, which will be invested in U.S. government treasury obligations[25] - Following the Charter Amendment, approximately 7.1 million Class A Ordinary Shares were redeemed for an aggregate amount of approximately $77.4 million, leaving about $172.4 million in the Trust Account[26] - The Class A Ordinary Shares subject to possible redemption totaled $179,736,364 as of June 30, 2024, reflecting a remeasurement increase of $5,484,166[46] - A total of $236,900,000 from the initial public offering was placed in the trust account, with transaction costs amounting to $16,804,728[119] Business Combination and Extensions - On November 6, 2023, shareholders approved an amendment extending the deadline for consummating a business combination from November 10, 2023, to November 10, 2024[26] - The Company has the option to extend the business combination period up to twelve times on a monthly basis, with each extension requiring a payment of either $150,000 or $0.02 per public share[26] - The Company extended the deadline for consummating a business combination to September 10, 2024, with the option for up to twelve one-month extensions[129] - If the Company does not complete the initial Business Combination within the Combination Period, it will redeem public shares at a price equal to the amount in the Trust Account divided by the number of outstanding public shares[27] - The Company will seek shareholder approval for the proposed Business Combination or conduct a tender offer at its discretion[28] Operating Activities and Cash Flow - The net cash used in operating activities for the six months ended June 30, 2024, was $(262,868), compared to $(256,034) for the same period in 2023, indicating a slight increase in cash outflow[15] - The company incurred operating costs of $421,481 for the six months ended June 30, 2024, compared to $550,776 for the same period in 2023[114][115] - The Company had cash of $38,064 as of June 30, 2024, compared to $50,932 as of December 31, 2023[41] Shareholder and Sponsor Agreements - The initial shareholders have agreed to waive their redemption rights for founder shares and any public shares purchased in connection with the initial Business Combination[28] - The Company issued an unsecured Extension Note to the Sponsor for $1.8 million on November 6, 2023, and deposited $150,000 into the Trust Account to facilitate the extension of the business combination period[26] - The Company issued unsecured promissory notes totaling $1,000,000 to the sponsor in 2023 and 2024, which do not bear interest[125][126] - The Sponsor Loan amounted to $4,600,000, with proceeds added to the Trust Account for Class A Ordinary Shares redemption, valued at $3,384,380 as of June 30, 2024[76] Legal and Regulatory Matters - The Company has not recognized any unrecognized tax benefits as of June 30, 2024, and is not subject to income taxes in the Cayman Islands or the United States[49] - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[37] - The financial statements are prepared in accordance with U.S. GAAP, with significant estimates related to the fair value of warrant liabilities and convertible promissory notes[138] Market Conditions and Risks - The Company faces substantial doubt about its ability to continue as a going concern due to liquidity conditions and the liquidation date[31] - The ongoing military conflicts and global economic uncertainties may adversely affect the Company's ability to consummate an initial Business Combination[30] - The risk-free rate increased to 5.41% as of June 30, 2024, from 4.96% on December 31, 2023[94] Financial Instruments and Valuation - The fair value of the company's financial instruments approximates their carrying amounts due to their short-term nature[54] - Warrant liabilities are recorded at fair value and subject to re-measurement at each balance sheet date, with changes recognized in the statement of operations[139] - Convertible promissory notes are recorded at fair value, with differences between face value and fair value recognized as expenses or capital contributions[140]
Cartesian Growth Corporation II(RENEU) - 2024 Q1 - Quarterly Report
2024-05-15 01:16
Financial Position - As of March 31, 2024, the company had cash and marketable securities held in the trust account amounting to $176,978,684, including approximately $16,765,246 of interest income[120]. - As of March 31, 2024, the company had a working capital deficit of $1,624,127[128]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2024[130][131]. Income and Revenue - For the three months ended March 31, 2024, the company reported a net income of $2,534,872, which included interest earned on cash and marketable securities of $2,276,486[111]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[110]. Business Combination and IPO - The company generated total gross proceeds of $230,000,000 from its initial public offering, with transaction costs amounting to $16,804,728[114][116]. - The company has extended the deadline for consummating a business combination from November 10, 2023, to up to November 10, 2024, allowing for monthly extensions[108]. - The company plans to use substantially all funds held in the trust account to complete its initial business combination and for working capital of the target business[120]. - The underwriters of the initial public offering are entitled to a deferred underwriting commission of $11,500,000, contingent upon the completion of a business combination[132]. Operating Costs and Expenses - The company incurred operating costs of $223,183 for the three months ended March 31, 2024[111]. - The company incurs a monthly fee of $10,000 to the sponsor for office space and administrative services, starting from May 5, 2022[131]. Legal and Compliance - The company has engaged a legal advisor for services related to a potential business combination, with fees contingent on success[133]. - The company has no legal proceedings pending[142]. - The company is classified as a smaller reporting company and is not required to provide certain disclosures[139]. - There were no changes in internal control over financial reporting during the fiscal quarter of 2024 that materially affected the company's controls[141]. Other Financial Instruments - The company issued unsecured promissory notes totaling $750,000 to the sponsor, with the principal payable upon consummation of the initial business combination[123]. - The company adopted ASU 2016-13 on January 1, 2023, which did not impact its financial statements[137]. Shareholder Activity - The company had an aggregate redemption amount of approximately $77.4 million, with 7,129,439 Class A ordinary shares redeemed at a price of approximately $10.86 per share[109].
Cartesian Growth Corporation II(RENEU) - 2023 Q4 - Annual Report
2024-03-20 01:05
Financial Viability and Risks - The funds available outside of the trust account may not be sufficient for the company to operate for at least 18 months following the IPO closing, assuming no initial business combination is completed during that time [80]. - If the company cannot complete its initial business combination within the required time, public shareholders may receive approximately $10.30 per share or less upon liquidation of the trust account [82]. - The company expects to incur significant costs in pursuit of its acquisition plans, and may depend on loans from its sponsor or management team to fund its search for a business combination [83]. - The company may not have sufficient funds to continue its operations if it is unable to secure additional financing or loans from affiliates [82]. - If the company is unable to locate a suitable target business, it may be forced to liquidate, resulting in shareholders receiving less than $10.30 per share [97]. - If the company is required to liquidate, public shareholders may have to wait beyond ten business days for redemption from the trust account [88]. - The company may incur substantial debt to complete the initial business combination, which could adversely affect its leverage and financial condition [115]. - The trust account funds may not be protected from third-party claims, potentially reducing the per-share redemption amount for shareholders [231]. - The per-share redemption amount for public shareholders could be less than $10.30 due to potential claims from creditors [232]. - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a going concern due to insufficient liquidity to meet anticipated obligations [258]. - If a business combination is not consummated by the Extended Date, mandatory liquidation and subsequent dissolution of the company will occur [258]. Acquisition and Business Combination Challenges - The target business must have a fair market value equal to at least 80% of the funds in the trust account at the time of executing a definitive agreement for the initial business combination, which may limit potential acquisition opportunities [97]. - The company may face significant risks if it combines with an early-stage or financially unstable business, including volatile revenues and difficulties in retaining key personnel [95]. - The company may face challenges in assessing the management capabilities of target businesses, which could negatively impact post-combination operations and profitability [105]. - The company may face significant challenges and costs in managing cross-border business operations, which could negatively impact financial and operational performance [132]. - The company may face additional risks if it completes a business combination with a business located outside of the United States, including currency fluctuations and differing regulations [127]. - The increase in the number of special purpose acquisition companies (SPACs) may lead to a scarcity of attractive targets, increasing competition and costs for initial business combinations [145]. - The company may not maintain control of a target business post-acquisition, which could affect operational effectiveness and management capabilities [146]. - The company may face challenges in completing its initial business combination due to potential conflicts of interest among its executive officers and directors [220]. - The existence of registration rights may increase the costs or difficulties associated with concluding the initial business combination [211]. Shareholder Rights and Interests - The company must redeem 100% of public shares if the initial business combination is not completed by the Extended Date, ensuring shareholder protection [161]. - Public shareholders can only access funds from the trust account upon the completion of an initial business combination or specific shareholder votes, limiting their rights [229]. - The company does not have a policy prohibiting conflicts of interest among its directors and officers, which may affect the identification of suitable business combinations [226]. - If shareholders are deemed to hold over 15% of Class A ordinary shares, they will lose the ability to redeem all such shares in excess of that threshold without prior consent [205]. - The registration rights granted to sponsors may adversely affect the market price of Class A ordinary shares and complicate the completion of the initial business combination [210]. Securities and Market Risks - The company has issued 8,900,000 private placement warrants, each exercisable for one Class A ordinary share at $11.50 per share, which will be worthless if the business combination is not completed [111]. - The warrants are classified as liabilities, which may lead to fluctuations in financial results and affect the market price of Class A ordinary shares [170]. - The SEC has indicated that certain SPAC warrants may need to be classified as liabilities, impacting the company's financial statements [171]. - The structure of the units includes one-third of one warrant, which may make them worth less compared to units of other blank check companies that include a whole warrant [202]. - The company may issue additional Class A ordinary shares to complete the initial business combination, which could substantially dilute existing shareholders' interests [207]. - The company is authorized to issue up to 200,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, which may significantly dilute the equity interest of investors in the initial public offering [208]. - The company's securities may not fully develop or sustain a market, adversely affecting liquidity and price [192]. - If Nasdaq delists any of the company's securities, it could lead to reduced liquidity and a determination that Class A ordinary shares are a "penny stock," which would impose stricter trading rules [188]. Legal and Regulatory Considerations - The company is incorporated in the Cayman Islands, which may complicate legal recourse for investors in the U.S. [184]. - The legal systems in many countries where the company may operate are often unpredictable and could adversely impact operations and financial condition [137]. - The company may migrate to another jurisdiction, which could impose taxes on shareholders and complicate the repatriation of earnings [136]. - The company has a provision that allows amendments to its memorandum and articles of association with a two-thirds majority vote, which is lower than the 90%-100% required by many blank check companies [159]. - The company may seek to amend its constitutional documents to facilitate initial business combinations, which could occur without broad shareholder support [156]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly for target businesses that may not meet internal control requirements [182]. Cybersecurity Risks - Cyber incidents could lead to information theft, data corruption, operational disruption, and financial loss, posing a risk to the company's business [259]. - The company may not have sufficient resources to protect against or remediate vulnerabilities to cyber incidents, which could adversely affect its business [260]. - The company relies on digital technologies and third-party services, which may expose it to risks associated with cyber attacks and data security breaches [260]. Tax and Accounting Considerations - The company's PFIC status may result in adverse U.S. federal income tax consequences for U.S. investors, with uncertainty regarding qualification for the PFIC start-up exception [257]. - The company has not opted out of the extended transition period for new financial accounting standards, which may complicate comparisons with other public companies [246]. - The company may be deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and could lead to liquidation [250]. - The company may be deemed an investment company if funds in the trust account are held in short-term U.S. government treasury obligations, increasing the risk of mandatory liquidation [255].
Cartesian Growth Corporation II(RENEU) - 2023 Q3 - Quarterly Report
2023-11-09 22:23
Financial Position - As of September 30, 2023, the company had cash and marketable securities held in the trust account amounting to $248,671,364, including approximately $11,771,364 of interest income[127]. - As of September 30, 2023, the company had a working capital deficit of $137,566, with cash held outside the trust account amounting to $26,981[133]. - As of September 30, 2023, the company has no off-balance sheet arrangements, obligations, assets, or liabilities[135]. - The company has no long-term debt obligations, with a monthly payment of $10,000 for office space and administrative services starting from May 5, 2022[136]. Income and Earnings - For the three months ended September 30, 2023, the company reported a net income of $1,866,658, primarily from interest earned on cash and marketable securities held in the trust account of $3,197,705[115]. - For the nine months ended September 30, 2023, the company achieved a net income of $9,296,631, with interest earned on cash and marketable securities totaling $8,925,457[116]. - Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding, with two classes of shares sharing earnings and losses pro rata[143]. Initial Public Offering - The company completed its initial public offering on May 10, 2022, raising total gross proceeds of $230,000,000 from the sale of 23,000,000 units at a price of $10.00 per unit[120]. - The company incurred transaction costs of $16,804,728 related to the initial public offering, which included $4,600,000 in underwriting commissions and $11,500,000 in deferred underwriting commissions[124]. - The underwriters of the initial public offering are entitled to a deferred underwriting commission of $11,500,000, contingent upon the completion of a business combination[137]. Business Combination - The company has focused on seeking high-growth businesses with proven or potential transnational operations for its initial business combination[107]. - The company has extended the deadline to consummate a business combination from November 10, 2023, to December 10, 2023, by making an Extension Payment of $150,000[131]. - The company has engaged a legal advisor for services related to a potential business combination, with fees contingent on success[138]. Shareholder Matters - Following the Charter Amendment, approximately $172.4 million remained in the trust account after 7,129,439 Class A Ordinary Shares were redeemed at a price of approximately $10.86 per share, totaling an aggregate redemption amount of approximately $77.4 million[113]. - All 23,000,000 Class A ordinary shares are subject to possible redemption, classified as temporary equity at redemption value[141]. - The company recognizes changes in redemption value immediately, adjusting the carrying value of redeemable ordinary shares accordingly[142]. Operational Status - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[114]. - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended September 30, 2023[149]. - The company has identified risks that could materially affect its results, consistent with those disclosed in the 2022 Annual Report[151].
Cartesian Growth Corporation II(RENEU) - 2023 Q2 - Quarterly Report
2023-08-10 20:06
Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $3,719,216, driven by interest income of $2,825,634 and changes in fair value of warrant liabilities and convertible promissory notes[96]. - For the six months ended June 30, 2023, the company achieved a net income of $7,429,973, with interest income contributing $5,727,752 and changes in fair value of warrant liabilities totaling $1,166,032[97]. Cash and Securities - As of June 30, 2023, the company held cash and marketable securities in the trust account amounting to $245,473,659, including approximately $8,573,659 of interest income[104]. - As of June 30, 2023, the company had cash held outside the trust account of $217,633 available for working capital needs[105]. Initial Public Offering - The company completed its initial public offering on May 10, 2022, raising total gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit[100]. - The company incurred transaction costs of $16,804,728 related to the initial public offering, which included $4,600,000 in underwriting commissions[102]. Debt and Financial Obligations - The company has no long-term debt obligations or off-balance sheet arrangements as of June 30, 2023[110]. - The company has raised $4,600,000 in sponsor loans, which may be converted into warrants at the sponsor's discretion[101]. Business Continuity - The company has substantial doubt about its ability to continue as a going concern if a business combination is not completed by November 10, 2023[107]. Accounting and Reporting - Management does not anticipate any material effect on condensed financial statements from recently issued accounting standards[120]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures[121]. Use of Funds - The company plans to utilize funds held in the trust account primarily for completing its initial business combination and financing operations of the target business[104].
Cartesian Growth Corporation II(RENEU) - 2023 Q1 - Quarterly Report
2023-05-05 20:06
Financial Position - As of March 31, 2023, the company had cash and marketable securities held in the trust account amounting to $242,648,025, including approximately $5,748,025 of interest income[64]. - As of March 31, 2023, the company had cash held outside the trust account of $421,781 available for working capital needs[65]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2023[70][66]. Income and Expenses - For the three months ended March 31, 2023, the company reported a net income of $3,710,757, driven by interest earned on cash and marketable securities of $2,902,118 and a change in the fair value of warrant liabilities of $1,063,916[58]. - The company incurred operating and formation costs of $239,315 for the three months ended March 31, 2023[58]. Initial Public Offering - The company completed its initial public offering on May 10, 2022, raising total gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit[60]. - Transaction costs for the initial public offering totaled $16,804,728, which included $4,600,000 in underwriting commissions and $11,500,000 in deferred underwriting commissions[62]. Liquidity and Going Concern - The company has a liquidity condition that raises substantial doubt about its ability to continue as a going concern beyond November 10, 2023[67]. Business Strategy - The company intends to use substantially all funds held in the trust account to complete its initial business combination[64]. - The company has identified high-growth businesses as potential targets for its initial business combination, focusing on those with proven or potential transnational operations[57].
Cartesian Growth Corporation II(RENEU) - 2022 Q4 - Annual Report
2023-03-30 20:06
Financial Condition and Business Combination Risks - The company expects to incur significant costs in pursuit of its acquisition plans and may not have sufficient funds available outside of the trust account to operate until at least November 10, 2023[65]. - If the initial business combination is not completed by November 10, 2023, public shareholders may receive approximately $10.30 per share or less upon liquidation of the trust account[66]. - The company may depend on loans from its sponsor or management team to fund its search for a business combination if net proceeds are insufficient[67]. - If the company is unable to locate a suitable target business, it may be forced to liquidate, resulting in shareholders receiving less than $10.30 per share[75]. - The company may incur substantial debt to complete the initial business combination, which could negatively impact financial condition and shareholder value[87]. - The lack of diversification may subject the company to economic, competitive, and regulatory risks, impacting operations and profitability[88]. - The company may face challenges in assessing the management of prospective target businesses, potentially leading to poor investment decisions[80]. - There is a risk that key personnel from acquisition candidates may resign post-combination, negatively affecting operations and profitability[81]. - The company may face challenges in completing an initial business combination if it issues additional shares at a price below $9.20[125]. - The company may need to seek additional financing if the net proceeds from the initial public offering and other sources are insufficient for the initial business combination[118]. - The company may face challenges in completing its initial business combination due to potential conflicts of interest among its executive officers and directors[157]. - The completion of the initial business combination is dependent on the efforts of key personnel, some of whom may not remain with the company post-combination[155]. - The per-share redemption amount for public shareholders may be less than $10.30 due to potential claims against the trust account[164]. - The trust account funds will only be accessible to public shareholders upon completion of an initial business combination or under specific circumstances, limiting their rights[163]. - The company has until November 10, 2023, to consummate a business combination, raising substantial doubt about its ability to continue as a going concern[188]. Target Business and Acquisition Process - The target business must have a fair market value equal to at least 80% of the funds in the trust account at the time of executing a definitive agreement for the initial business combination[75]. - The company is not required to obtain an independent opinion on the fairness of the price paid for the business, relying instead on the judgment of its board of directors[76]. - There is no assurance that due diligence will identify all material issues with a target business, potentially leading to write-downs or impairments post-combination[69]. - The company may not have adequate time to complete due diligence on a target business, increasing the risk of unforeseen issues arising[74]. - The company may pursue multiple business combinations simultaneously, which could increase costs and risks, hindering successful completion[89]. - The company may seek to complete a business combination with a private company, which could result in acquiring a less profitable entity than anticipated[90]. - Financial statement requirements may limit the pool of potential target businesses for acquisition[129]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete acquisitions due to the need for internal control evaluations[130]. - Changes in laws or regulations may adversely affect the company's ability to negotiate and complete its initial business combination[177]. - Proposed SEC rules could increase the costs and time needed to negotiate and complete an initial business combination[178]. Shareholder and Securities Information - The company has 5,750,000 founder shares outstanding, representing 20% of the total number of outstanding public shares and founder shares after the initial public offering[84]. - The private placement warrants total 8,900,000, each exercisable for one Class A ordinary share at $11.50 per share, with 6,600,000 purchased by the sponsor[84]. - Initial shareholders collectively own 20% of the total number of founder shares and Class A ordinary shares, which may influence shareholder votes[115]. - The company is authorized to issue up to 200,000,000 Class A ordinary shares, with 180,000,000 currently available for issuance[148]. - The issuance of additional Class A ordinary shares may significantly dilute the equity interest of investors in the initial public offering[150]. - Shareholders holding more than 15% of Class A ordinary shares will lose the ability to redeem shares exceeding this threshold without prior consent[147]. - The company may issue Class A ordinary shares upon conversion of Class B ordinary shares at a ratio greater than one-to-one, potentially leading to further dilution[150]. - The company may redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares exceeds $18.00 for 20 trading days within a 30-day period[142]. - Each unit contains one-third of one warrant, which may make the units worth less compared to other blank check companies that include a whole warrant[144]. - The terms of the warrants may be amended with the approval of at least 65% of the then outstanding public warrants, potentially in a manner adverse to holders[146]. - The registration rights granted to sponsors may adversely affect the market price of Class A ordinary shares and complicate the completion of the initial business combination[151]. Operational and Regulatory Challenges - The company may face risks associated with combining with early-stage or financially unstable businesses, which could lead to volatile revenues or earnings[74]. - The company may face challenges in managing cross-border operations, which could negatively impact financial and operational performance due to higher costs and complexities[96]. - If the company completes a business combination with a foreign entity, it may be subject to less certain legal systems, potentially leading to significant losses in business opportunities or capital[95]. - Legal protections in foreign jurisdictions may be difficult to enforce, impacting the company's operations and financial condition[100]. - The company is incorporated under the laws of the Cayman Islands, which may limit investors' ability to protect their rights through U.S. federal courts[131]. - The company’s securities are currently listed on Nasdaq, and failure to meet financial and stock price levels could lead to delisting, adversely affecting liquidity and trading activity[136]. - If the company’s securities are delisted from Nasdaq, they may be quoted on an over-the-counter market, leading to reduced liquidity and market quotations[138]. - The market for directors and officers liability insurance has become more challenging, potentially increasing costs and complicating the negotiation of business combinations[106]. - The company has not adopted a policy to prevent conflicts of interest among its directors and officers, which may affect business combination decisions[161]. - Cyber incidents could lead to information theft, data corruption, operational disruption, and financial loss, posing a risk to the company's business[189]. Trust Account and Financial Management - The trust account is expected to earn approximately $309,000 annually at an interest rate of 0.15%[183]. - The trust account funds will be invested only in U.S. government treasury obligations with a maturity of 185 days or less, which may yield negative interest rates, further reducing the per-share redemption amount[168]. - The company has not made adjustments to asset or liability carrying amounts in the event of liquidation after November 10, 2023[188]. - The company intends to comply with the proposed safe harbor rule under the Investment Company Act, which has not yet been adopted[185]. - The company may be classified as a Passive Foreign Investment Company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. investors[186]. - The SEC has indicated that SPACs not completing their initial business combination within the proposed timeframe may be deemed investment companies[184]. - The company must ensure that it is primarily engaged in a business other than investing to avoid being regulated as an investment company[181].