Cartesian Growth Corporation II(RENEU) - 2022 Q4 - Annual Report

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$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$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].