UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant x
Filed
by a Party other than the Registrant ¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material Pursuant to §240.14a-12
CARTESIAN GROWTH
CORPORATION II
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
x
No fee required.
¨
Fee paid previously with preliminary materials.
¨
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
CARTESIAN GROWTH CORPORATION II
505 Fifth Avenue, 15th Floor
New York, New York 10017
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS IN LIEU OF ANNUAL MEETING OF
CARTESIAN GROWTH CORPORATION II
Dear Shareholders of Cartesian Growth Corporation
II:
You are cordially invited
to attend the Extraordinary General Meeting in lieu of an Annual Meeting (the “Extraordinary General Meeting”) of shareholders
of Cartesian Growth Corporation II, a Cayman Islands exempted company (the “Company,” “CGC II,” “we,”
“us” or “our”), to be held on November 6, 2024, at 11:00 a.m. local time, at the offices of Greenberg
Traurig, P.A., 333 S.E. 2nd Avenue, Miami, Florida 33131, or at such other time, on such other date and at such other place to which the
meeting may be postponed or adjourned. The formal meeting notice and proxy statement for the Extraordinary General Meeting are attached.
Please promptly submit your
proxy vote by completing, dating, signing and returning the enclosed proxy, so that your shares will be represented at the Extraordinary
General Meeting. It is strongly recommended that you complete and return your proxy card before the Extraordinary General Meeting date
to ensure that your shares will be represented at the Extraordinary General Meeting. Instructions on how to vote your shares are on the
proxy materials you received for the Extraordinary General Meeting.
The Extraordinary General
Meeting is being held to consider and vote upon the following proposals:
(a) as a special resolution,
to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) pursuant to an amendment
to the Charter in the form set forth in Annex A of the accompanying proxy statement 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 10, 2024 (the “Current Termination Date”) to up to November 5,
2025, by electing to extend the date to consummate an initial business combination on a monthly basis for up to twelve (12) times by an
additional one month each time (other than the first period, which shall consist of 25 days), unless the closing of the Company’s
initial business combination has occurred (such applicable later date, the “Extended Date” and such proposal, the “Extension
Proposal”), without the need for any further approval of the Company’s shareholders, provided that CGC II Sponsor LLC (the
“Sponsor”) (or its affiliates or permitted designees) will deposit into the trust account established in connection with the
IPO (the “Trust Account”) (x) for each such one-month period (other than the first period, which shall consist of 25 days)
from November 10, 2024 (exclusive) to May 5, 2025, the lesser of (i) an aggregate of US$150,000 and (ii) US$0.03 per public share that
remains outstanding and is not redeemed prior to such one-month (other than the first period, which shall consist of 25 days) extension;
and (y) for each such one-month period from May 5, 2025 (exclusive) to November 5, 2025, the lesser of (i) an aggregate of US$250,000
and (ii) US$0.05 per public share that remains outstanding and is not redeemed prior to such one-month extension (each, an “Extension
Payment”), unless the closing of the Company’s initial business combination has occurred, in exchange for a non-interest bearing
promissory note payable upon consummation of an initial business combination;
(b) as a special resolution,
to amend the Charter pursuant to an amendment to the Charter in the form set forth in Annex B of the accompanying proxy statement to eliminate
(i) the limitation that the Company shall not redeem the Class A Ordinary Shares to the extent that such redemption would result
in the Company’s failure to have net tangible assets of at least $5,000,001, upon consummation of the Company’s initial business
combination (such limitation, the “Redemption Limitation”), and (ii) the requirement that the Company shall not consummate
an initial business combination unless the Redemption Limitation is not exceeded (together, the “NTA Requirement Amendment Proposal”);
and
(c) as an ordinary resolution,
to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Proposal (the “Adjournment Proposal”), which will only be presented at the Extraordinary General Meeting if, based on the
tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, in
which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.
Each of the proposals is more
fully described in the accompanying proxy statement, which you are encouraged to read carefully.
Pursuant to the Charter, the
Company has until 30 months from the closing of the IPO, or November 10, 2024, to complete an initial business combination. The
Board believes that there may not be sufficient time before the Current Termination Date to complete an initial business combination.
Accordingly, the Board believes that in order to be able to complete an initial business combination, it is appropriate to obtain the
Extension. Therefore, the Board has determined that it is in the best interests of our shareholders to extend the date by which the Company
must complete an initial business combination to the Extended Date. If the Extension Proposal is approved, we plan to hold another shareholder
meeting prior to the Extended Date in order to seek shareholder approval of an initial business combination and related proposals.
In connection with the Extension,
public shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account established in connection with the IPO (the “Trust Account”), including interest not previously released
to the Company to pay its taxes, if any, divided by the number of then-issued and outstanding Class A Ordinary Shares, regardless
of how such public shareholders vote on the Extension Proposal or if they vote at all. If the Extension Proposal is approved by the requisite
vote of shareholders, the remaining public shareholders will retain their right to redeem their Class A Ordinary Shares upon consummation
of our initial business combination when it is submitted to a vote of the shareholders, subject to any limitations set forth in the Charter,
as amended. In addition, public shareholders will be entitled to have their shares redeemed for cash if the Company has not completed
an initial business combination by the Extended Date.
Based
on the approximate amount of $183,134,157.59 million held in the Trust Account as of October 24, 2024, the Company anticipates that
the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $11.54 at the time
of the Extraordinary General Meeting. The closing price of the Company’s Class A
Ordinary Share on October 23, 2024 was $11.515 per share. The Company cannot assure shareholders that they will be able to sell their
Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above,
as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
In accordance with the Charter,
a public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if
the Extension Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i) (a) hold public
shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares and public warrants
prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m.,
Eastern Time, on November 4, 2024 (two business days prior to the vote at the Extraordinary General Meeting), (a) submit a written
request to Continental Stock Transfer & Trust Company, the Company’s transfer agent, that the Company redeem your public
shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust
Company.
Holders of units of the Company
must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public
shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect
to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her
own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all
or a portion of their public shares even if they vote for the Extension Proposal.
If the Extension is not approved
and we do not consummate an initial business combination by the Current Termination Date,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
(less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and the Board, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law
to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights
or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. If the Extension
Proposal is not approved, the warrants will expire worthless.
Approval of the Extension
Proposal requires a special resolution under the Companies Act (as amended) of the Cayman Islands (the “Companies Act”), being
the affirmative vote of the holders of at least two-thirds of the Class A Ordinary Shares and Class B ordinary shares, par value
$0.0001 per share, of the Company (the “Founder Shares” or the “Class B Ordinary Shares,” and, together with
the Class A Ordinary Shares, the “Ordinary Shares”) issued and outstanding, voting together as a single class, represented
in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the Extraordinary General Meeting.
Approval of the NTA Requirement
Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds of the Ordinary
Shares issued and outstanding, voting together as a single class, who are represented in person or by proxy, are entitled to vote thereon,
and do so in person or by proxy at the Extraordinary General Meeting.
The Adjournment Proposal requires
an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the issued and outstanding Ordinary Shares,
attending in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the Extraordinary General Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THE EXTENSION PROPOSAL, THE NTA REQUIREMENT AMENDMENT PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.
The Board has fixed the close
of business on October 15, 2024, as the record date for the Extraordinary General Meeting.
Only shareholders of record on October 15, 2024, are entitled to notice of and to vote at the Extraordinary General Meeting or any
postponement or adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the
accompanying proxy statement.
To ensure your representation
at the Extraordinary General Meeting, you are urged to complete, sign, date and return your proxy card as soon as possible. If your shares
are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your
proxy card at any time prior to the Extraordinary General Meeting.
The Ordinary Shares of a shareholder
who is not present in person or by proxy will not be counted towards the number of Ordinary Shares required to validly establish a quorum.
The Ordinary Shares of a shareholder who is present in person or by proxy but who abstains from voting such shares will be counted in
connection with the determination of whether a valid quorum is established.
YOUR VOTE IS IMPORTANT. Please
sign, date, and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice
of Extraordinary General Meeting for a more complete statement of matters to be considered at the Extraordinary General Meeting.
If you have any questions
or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks
and brokers can call collect at (203) 658-9400, or by emailing RENE.info@investor.morrowsodali.com.
On behalf of the Board, we
would like to thank you for your support of Cartesian Growth Corporation II.
October 24, 2024
| /s/ Peter Yu |
|
Peter Yu
Chairman of the Board of Directors
and Chief Executive Officer |
|
If you return your proxy card
signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.
TO EXERCISE YOUR REDEMPTION
RIGHTS, YOU MUST (1) IF YOU HOLD CLASS A ORDINARY SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING
PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN
REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING THAT YOUR PUBLIC SHARES
BE REDEEMED FOR CASH, AND (3) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING
THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES
AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT
EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
This proxy statement is dated October 24, 2024
and is first being mailed to our shareholders
with the form of proxy on or about October 24, 2024.
IMPORTANT
Whether or not you expect to attend the Extraordinary
General Meeting, you are respectfully requested by the Board of Directors to sign, date, and return the enclosed proxy promptly, or follow
the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at
any time prior to the Extraordinary General Meeting.
Cartesian Growth Corporation II
505 Fifth Avenue, 15th Floor
New York, New York 10017
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
IN LIEU OF ANNUAL MEETING
TO BE HELD ON NOVEMBER 6, 2024
Dear Shareholders of Cartesian Growth Corporation
II:
NOTICE IS HEREBY GIVEN that
an Extraordinary General Meeting in lieu of an Annual Meeting (the “Extraordinary General Meeting”) of shareholders of Cartesian
Growth Corporation II, a Cayman Islands exempted company (the “Company”), will be held on November 6, 2024, at 11:00
a.m. local time, at the offices of Greenberg Traurig, P.A., 333 S.E. 2nd Avenue, Miami, Florida 33131, or at such other time, on
such other date and at such other place to which the meeting may be postponed or adjourned. The Extraordinary General Meeting will
be held for the sole purpose of considering and voting upon the following proposals:
Proposal
No. 1 — The Extension Proposal — as a special resolution, to amend the Company’s Amended and Restated
Memorandum and Articles of Association (the “Charter”) pursuant to an amendment to the Charter in the form set forth in Annex
A of the accompanying proxy statement 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 10,
2024 (the “Current Termination Date”) to up to November 5, 2025, by electing to extend the date to consummate an initial
business combination on a monthly basis for up to twelve (12) times by an additional one month (other than the first period, which shall
consist of 25 days) each time, unless the closing of the Company’s initial business combination has occurred (such applicable later
date, the “Extended Date” and such proposal, the “Extension Proposal”), without the need for any further approval
of the Company’s shareholders, provided that CGC II Sponsor LLC (the “Sponsor”) (or its affiliates or permitted designees)
will deposit into the trust account established in connection with the IPO (the “Trust Account”) (x) for each such one-month
period (other than the first period, which shall consist of 25 days) from November 10, 2024 (exclusive) to May 5, 2025, the lesser of
(i) an aggregate of US$150,000 and (ii) US$0.03 per public share that remains outstanding and is not redeemed prior to such one-month
(other than the first period, which shall consist of 25 days) extension; and (y) for each such one-month period from May 5, 2025 (exclusive)
to November 5, 2025, the lesser of (i) an aggregate of US$250,000 and (ii) US$0.05 per public share that remains outstanding and is not
redeemed prior to such one-month extension (each, an “Extension Payment”), unless the closing of the Company’s initial
business combination has occurred, in exchange for a non-interest bearing promissory note payable upon consummation of an initial business
combination; and
Proposal
No. 2 — The NTA Requirement Amendment Proposal— as a special resolution, to amend the Charter
pursuant to an amendment to the Charter in the form set forth in Annex B of the accompanying proxy statement to eliminate (i) the
limitation that the Company shall not redeem the Class A Ordinary Shares to the extent that such redemption would result in the Company’s
failure to have net tangible assets of at least $5,000,001, upon consummation of the Company’s initial business combination (such
limitation, the “Redemption Limitation”), and (ii) the requirement that the Company shall not consummate an initial business
combination unless the Redemption Limitation is not exceeded (together, the “NTA Requirement Amendment Proposal”); and
Proposal
No. 3 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of
the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event
that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the “Adjournment
Proposal”), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient
votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will
be the only proposal presented at the Extraordinary General Meeting.
The above matters are more
fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.
Approval of the Extension
Proposal is a condition to the implementation of the Extension. In addition, unless the NTA Requirement Amendment Proposal is approved,
we will not proceed with the Extension if the number of redemptions of our public shares causes us to have less than $5,000,001 of net
tangible assets following approval of the Extension.
Approval of the
Extension Proposal requires a special resolution under the Companies Act (as amended) of the Cayman Islands (the “Companies
Act”), being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Class A Ordinary
Shares and Class B ordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares,” or the
“Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”),
voting together as a single class, attending in person or by proxy and entitled to vote thereon and who do so at the Extraordinary
General Meeting. Notwithstanding shareholder approval of the Extension Proposal, our board of
directors will retain the right to abandon and not implement the Extension (including, by not depositing the requisite funds into
the Trust Account on any given month) at any time without any further action by our shareholders. If the Board chooses to not
implement the Extension, the Company will liquidate the Trust Account.
Approval of the NTA Requirement
Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of the holders of at least two-thirds
of the issued and outstanding Ordinary Shares, voting together as a single class, who attend in person or by proxy, are entitled to vote
thereon, and do so at the Extraordinary General Meeting.
Approval of the Adjournment
Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the issued and outstanding
Ordinary Shares, attending in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.
In connection with the Extension,
public shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest not previously released to the Company to pay its taxes, if any, divided by the number of then-issued
and outstanding Class A Ordinary Shares, regardless of how such public shareholders vote on the Extension Proposal, or if they vote
at all. If the Extension is approved by the requisite vote of shareholders, the remaining public shareholders will retain their right
to redeem their Class A Ordinary Shares upon consummation of our initial business combination when it is submitted to a vote of the
shareholders, subject to any limitations set forth in the Charter. In addition, public shareholders will be entitled to have their shares
redeemed for cash if the Company has not completed an initial business combination by the Extended Date, subject to any limitations set
forth in the Charter, as amended.
Based
upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be
redeemed from cash held in the Trust Account will be approximately $11.54 at the time of the Extraordinary General
Meeting. The closing price of the Company’s Class A Ordinary Shares on October 23,
2024 was $11.515 per share. The Company cannot assure shareholders that they will be able to sell their Class A Ordinary
Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be
sufficient liquidity in its securities when such shareholders wish to sell their shares.
Pursuant to the Charter, a
public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the
Extension is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i) (a) hold public
shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares and public warrants
prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m.,
Eastern Time, on November 4, 2024 (two business days prior to the vote at the Extraordinary
General Meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, the Company’s transfer
agent, that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or
electronically through The Depository Trust Company.
Holders of units must elect
to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.
If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate
the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the
holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion
of their public shares even if they vote for the Extension Proposal.
If the Extension is not approved
and we do not consummate an initial business combination by Current Termination Date, we will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and dissolve, subject, in the case of
clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to
the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants,
which will expire worthless in the event of our winding up, including a winding up required because the Extension is not approved.
Only shareholders of
record of the Company as of the close of business on October 15, 2024, are
entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment or postponement thereof. Each Ordinary
Share entitles the holder thereof to one vote. On the record date, there were 21,620,561 Ordinary Shares issued and
outstanding, including 21,620,559 Class A Ordinary Shares (that were
initially sold as part of the IPO) and two Class B Ordinary
Shares. The Company’s warrants do not have voting rights in connection with the proposals.
We reserve the right at any
time to cancel the Extraordinary General Meeting and not to submit to our shareholders the proposals.
Your vote is important. Proxy
voting permits shareholders unable to attend the Extraordinary General Meeting in person to vote their shares through a proxy. By appointing
a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning
your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned
but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions
or revoke your proxy at any time prior to the Extraordinary General Meeting by following the instructions included in this proxy statement
and on the proxy card.
It is strongly recommended
that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented
at the Extraordinary General Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior
to deciding how to vote your shares. If you have any questions or need assistance voting your Ordinary Shares, please contact Morrow Sodali
LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing RENE.info@investor.morrowsodali.com.
| By Order of the
Board, |
|
| |
|
| /s/ Peter Yu |
|
Peter Yu
Chairman of the Board of Directors
and Chief Executive Officer |
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE
EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL MEETING TO BE HELD ON NOVEMBER 6, 2024
This Notice of Extraordinary General Meeting in
lieu of Annual Meeting, the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31,
2023 are available at https://www.cstproxy.com/cartesiangrowth2/2024.
TABLE OF CONTENTS
CARTESIAN GROWTH CORPORATION II
PROXY STATEMENT
FOR THE EXTRAORDINARY GENERAL MEETING IN LIEU OF ANNUAL MEETING
To Be Held at 11:00 AM, Eastern Time on November 6, 2024
This proxy statement and the
enclosed form of proxy are furnished in connection with the solicitation of proxies by the Board for use at the Extraordinary General
Meeting of the Company. The Extraordinary General Meeting will be held on November 6, 2024, at 11:00 a.m. local time, at the
offices of Greenberg Traurig, P.A., 333 S.E. 2nd Avenue, Miami, Florida 33131, or at such other time, on such other date and at such other
place to which the meeting may be postponed or adjourned.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains
“forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may relate
to the Company’s initial business combination and any other statements relating to future results, strategy and plans of the Company
(including statements which may be identified by the use of the words “plans”, “expects” or “does not expect”,
“estimated”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, “targets”, “projects”,
“contemplates”, “predicts”, “potential”, “continue”, or “believes”, or variations
of such words and phrases or state that certain actions, events or results “may”, “could”, “would”,
“should”, “might”, “will” or “will be taken”, “occur” or “be achieved”).
Forward-looking statements
are based on the opinions and estimates of management of the Company as of the date such statements are made, and they are subject to
known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance
or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties
include, but are not limited to:
| · | the occurrence of any event, change or other circumstances that could give rise to a delay in or the failure
to enter into a definitive agreement relating to, or the Company’s
ability to close an initial business combination; |
| · | the amount of redemptions by our public shareholders; |
| · | disrupted global supply chains and significant volatility and disruption of financial markets; |
| · | increased expenses associated with being a public company; |
| · | our officers and directors allocating their time to other businesses and potentially having conflicts
of interest with our business; |
| · | our officers and directors potentially having conflicts of interest in approving our initial business
combination, due to the fact that such approval (and successful business combination) would increase the likelihood that they receive
reimbursement for out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial
business combination; |
| · | our ability to obtain additional financing, if needed, to complete our initial business combination; |
| · | our pool of prospective target businesses; |
| · | the ability of our officers and directors to generate a number of potential investment opportunities; |
| · | our public securities’ potential liquidity and trading; |
| · | the use of proceeds not held in our Trust Account or available to us from interest income on the Trust
Account balance; and |
| · | our financial performance. |
Additional information on
these and other factors that may cause actual results and the Company’s performance to differ materially is included in the Company’s
periodic reports filed with the SEC, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended
December 31, 2023, including those factors described under the heading “Risk Factors” therein, and the Company’s
subsequent Quarterly Reports on Form 10-Q.
Copies of the Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained
by contacting the Company. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only
as of the date hereof, and the Company undertakes no obligations to update or revise the forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by law.
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY
GENERAL MEETING
These Questions and Answers
are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read
carefully the entire document, including any annexes to this proxy statement.
Why am I receiving this
proxy statement?
This proxy statement and the
enclosed proxy card are being sent to you in connection with the solicitation of proxies by the Board for use at the Extraordinary General
Meeting to be held on November 6, 2024, at 11:00 a.m. local time, at the offices of Greenberg Traurig, P.A., 333 S.E. 2nd Avenue,
Miami, Florida 33131, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Extraordinary
General Meeting.
The Company is a blank check
company incorporated on October 13, 2021, as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we
refer to as our initial business combination. On May 10, 2022, the Company consummated the IPO of its units, with each unit consisting
of one Class A Ordinary Share and one-third of one redeemable warrant to purchase one
Class A Ordinary Share, which included the full exercise by the underwriters of their over-allotment option, in the aggregate amount
of 23,000,000 units. Simultaneously with the closing of the IPO, the Company completed the
private sale of 8,900,000 private placement warrants (the
“Private Placement Warrants”) at a purchase price of $1.00 per private placement warrant to the Sponsor, Cantor
Fitzgerald & Co. and Piper Sandler & Co., generating gross proceeds to us of $8,900,000.
Simultaneously with the consummation of the IPO, the Sponsor loaned the Company $4,600,000, pursuant to a promissory note at no interest
(the “Sponsor Loan”). The Sponsor Loan will be repaid or converted into sponsor loan warrants (the “Sponsor Loan Warrants”)
at a conversion price of $1.00 per Sponsor Loan Warrant, at the Sponsor’s discretion. The Sponsor Loan Warrants will be identical
to the Private Placement Warrants. If the Company does not complete an initial Business Combination, the Company will not repay the Sponsor
Loan from amounts held in the Trust Account, and the proceeds held in the Trust Account will be distributed to the holders of the Class A
Ordinary Shares.
Following the closing of the
Company’s IPO, a total of $236,900,000 ($10.30 per unit) of the net proceeds from its
IPO, the sale of the Private Placement Warrants and the Sponsor Loan were placed in the Trust
Account with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The Charter provides for
the return of the IPO proceeds held in the Trust Account to the holders of public shares if we do not complete our initial business combination
by the Current Termination Date (unless further extended pursuant to the Charter).
What is being voted
on?
You are being asked to vote
on the following proposals:
| · | as a special resolution, to amend the Charter pursuant to an amendment to the Charter in the form set
forth in Annex A of this proxy statement 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, included as part of the units
sold in the IPO, if it fails to complete such initial business combination from the Current Termination Date to the Extended Date by electing
to extend the date to consummate an initial business combination until the Extended Date, without the need for any further approval of
the Company’s shareholders, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account
the Extension Payment, unless the closing of the Company’s initial business combination has occurred, in exchange for a non-interest
bearing promissory note payable upon consummation of an initial business combination; |
| · | as a special resolution, to amend the Charter pursuant to an amendment to the Charter in the form set
forth in Annex B of this proxy statement to eliminate (i) the limitation that the Company shall not redeem the Class A Ordinary
Shares to the extent that such redemption would result in the Company’s failure to have net tangible assets of at least $5,000,001,
upon consummation of the Company’s initial business combination ( the Redemption Limitation), and (ii) the requirement that
the Company shall not consummate an initial business combination unless the Redemption Limitation is not; and |
| · | as an ordinary resolution, to approve the Adjournment Proposal, which will only be presented at the Extraordinary
General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve
the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting. |
What is the effect of giving a proxy?
Proxies are solicited by and
on behalf of our Board. Peter Yu and Beth Michelson have been designated as proxies by our Board. When proxies are properly dated, executed,
and returned, the shares represented by such proxies will be voted at the Extraordinary General Meeting in accordance with the instructions
of the shareholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board
as described below. If any matters not described in this proxy statement are properly presented at the Extraordinary General Meeting,
the proxy holders will use their own judgment to determine how to vote the shares. If the Extraordinary General Meeting is adjourned,
the proxy holders can vote the shares on the new Extraordinary General Meeting date as well, unless you have properly revoked your proxy
instructions, as described elsewhere herein.
Why should I vote to
approve the Extension?
Our Board believes shareholders
will benefit from the Company consummating an initial business combination and is proposing the Extension to extend the date by which
the Company has to complete an initial business combination until the Extended Date. The Extension would give the Company the opportunity
to complete an initial business combination.
The Charter currently provides
that if the Company does not complete an initial business combination by the Current Termination Date,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
We believe that the provisions
of the Charter described in the preceding paragraph were included to protect the Company’s shareholders from having to sustain their
investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated
by the Charter. Consistent with that belief, in connection with the Extension, public shareholders may elect to redeem their shares for
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously
released to the Company to pay its taxes, if any, divided by the number of then-issued and outstanding Class A Ordinary Shares, regardless
of how such public shareholders vote on the Extension Proposal, or if they vote at all. If the NTA Requirement Amendment Proposal is not
approved, we will not proceed with the Extension if redemptions of public shares cause us to have less than $5,000,001 of net tangible
assets following approval of the Extension Proposal. We believe that, given the Company’s expenditure of time, effort, and money
on pursuing an initial business combination, the Extension is warranted and beneficial for those shareholders who do not elect to redeem
their shares.
Liquidation of the Trust Account
is a fundamental obligation of the Company to the public shareholders and the Company is not proposing and will not propose to change
that obligation to the public shareholders. If holders of public shares do not elect to redeem their public shares, such holders shall
retain redemption rights in connection with an initial business combination. Assuming the Extension is approved, the Company will have
until the Extended Date to complete an initial business combination.
Our Board recommends that
you vote in favor of the Extension Proposal but expresses no opinion as to whether you should redeem your public shares.
Why is the Company proposing
the NTA Requirement Amendment Proposal?
The purpose of the NTA Requirement
Amendment Proposal is to eliminate from the Charter the Redemption Limitation and the requirement that the Company shall not consummate
an initial business combination unless the Redemption Limitation is not exceeded. The elimination of these provisions from the Charter
could facilitate the consummation of an initial business combination if the Company’s (or the combined company’s) net tangible
assets would be below $5,000,001 immediately after the closing.
The Company is a blank check
company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. The initial purpose of the Redemption Limitation in the Charter was to ensure that the
Company would not be subject to the “penny stock” rules of the SEC and to therefore not be deemed a “blank check
company” as defined under Rule 419 of the Securities Act, because it complied with Rule 3a51-1(g)(1) under the Exchange Act
(the “NTA Rule”).
Under Rule 419 of the
Securities Act, the term “blank check company” means a company that (i) is a development stage company that has no specific
business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company
or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the
Exchange Act. Under Rule 3a51-1, the term “penny stock” is defined to mean any equity security, unless that equity
security fits within certain enumerated exclusions.
The NTA Rule is one of
several exclusions from the “penny stock” rules of the SEC, and the Company believes that it can currently rely on another
exclusion, Rule 3a51-1(a)(2) under the Exchange Act (the “National Exchange Rule”), due to its being listed
on Nasdaq. The National Exchange Rule excludes from the definition of “penny stock” any equity security that is registered,
or approved for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice
of issuance on, an automated quotation system sponsored by a registered national securities association, that has established initial
listing standards that meet or exceed the criteria in the rule.
The Company believes that
Nasdaq has initial listing standards that meet the criteria identified in the National Exchange Rule. While the Company’s securities
are listed on Nasdaq and have been since the consummation of the IPO, the Company expects to be delisted if it does not consummate an
initial business combination by May 5, 2025. If that occurs, and the Company does not satisfy any of the other exclusiosn from the from
the “penny stock” rules of the SEC, our securities would be considered “penny stock” and would be subject
to additional restrictions and legislation. For more information, see “Risk Factors – If we fail to consummate our initial
Business Combination by May 5, 2025, the trading of our securities on Nasdaq will be suspended and our securities will be delisted from
Nasdaq, which may have a material adverse effect on the trading of our securities and our ability to consummate an initial business combination.”
As the Company intends to consummate an initial business combination
that complies with the initial listing standards of Nasdaq, the Company believes that the combined company following the closing of its
initial business combination will be able to rely on the National Exchange Rule to avoid being subject to the “penny stock”
rules of the SEC. Therefore, the Company has concluded that the inclusion of the Redemption Limitation in the Charter is unnecessary.
However, if the combined company following the closing of the Company’s initial business combination does not satisfy the exception
provided under the National Exchange Rule and does not satisfy any of the other exclusions from the from the “penny stock”
rules of the SEC, its securities would be considered “penny stock” and would be subject to additional restrictions and
legislation. For more information, see “Proposal No. 2 — The NTA Requirement Amendment Proposal”
and “Risk Factors – If we fail to consummate our initial Business Combination by May 5, 2025, the trading of our securities
on Nasdaq will be suspended and our securities will be delisted from Nasdaq, which may have a material adverse effect on the trading of
our securities and our ability to consummate an initial business combination.”
How do the Company insiders
intend to vote their shares?
The Sponsor and other initial
shareholders and their permitted transferees (collectively, the “Initial Shareholders”) collectively have the right to vote
approximately 26.6% of the Company’s issued and outstanding Ordinary Shares and are expected to vote all of their shares in favor
of each proposal to be voted upon by our shareholders.
Subject to applicable securities
laws (including with respect to material nonpublic information), the Sponsor, the Company’s directors, officers, advisors or any
of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or
indicate an intention to vote, against any of the proposals presented at the Extraordinary General Meeting, or elect to redeem, or indicate
an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives
to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption
agreements in the future. In the event that the Sponsor, the Company’s directors, officers, advisors or any of their respective
affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would
purchase the public shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately
$11.54 per share, based on the amounts held in the Trust Account as of October 24, 2024); (b) would represent in writing that such
public shares will not be voted in favor of approving the Extension; and (c) would waive in writing any redemption rights with respect
to the public shares so purchased.
To the extent any such purchases
by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates are made in situations in which
the tender offer rules restrictions on purchases apply, the Company will disclose in a Current Report on Form 8-K prior to the
Extraordinary General Meeting the following: (i) the number of public shares purchased outside of the redemption offer, along with
the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the
purchases on the likelihood that the Extension will be approved; (iv) the identities of the securityholders who sold to the Sponsor,
the Company’s directors, officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature
of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of Ordinary Shares for which the
Company has received redemption requests pursuant to its redemption offer.
The purpose of such share
purchases and other transactions would be to (i) limit the number of public shares electing to redeem and (ii) increase the
likelihood of the Company’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act)
being at least $5,000,001.
If such transactions are effected,
the consequence could be to cause the Extension to be effectuated in circumstances where such effectuation could not otherwise occur.
Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension
at the Extraordinary General Meeting and could decrease the chances that the Extension would be approved. In addition, if such purchases
are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly
making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
The Company hereby represents
that any Company securities purchased by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates
in situations in which the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the
Extension Proposal.
Who is the Company’s
Sponsor?
The Company’s Sponsor
is CGC II Sponsor LLC, a Cayman Islands limited liability company. The Sponsor currently beneficially owns 5,750,000 Founder Shares, consisting
of 5,749,998 Class A Ordinary Shares and two Class B Ordinary Shares of the Company. Peter Yu, the Company’s Chief Executive
Officer and director, controls Pangaea Three-B, LP, the sole member of our sponsor. Peter Yu is a U.S. person. The Company is a Cayman
Islands exempted company.
What vote is required
to approve the Extension Proposal?
Approval of the Extension
Proposal requires a special resolution under the Companies Act, being the affirmative vote of the holders of at least two-thirds of the
issued and outstanding Ordinary Shares, voting together as a single class, represented in person or by proxy and entitled to vote thereon
and who do so in person or by proxy at the Extraordinary General Meeting.
Our Initial Shareholders own
approximately 26.6% of our Ordinary Shares entitled to vote at the Extraordinary General Meeting and plan to vote all of the Ordinary
Shares owned by them in favor of the Extension Proposal and the other Proposals. Assuming that our Initial Shareholders vote all of Ordinary
Shares owned by them in favor of the Extension Proposal at the Extraordinary General Meeting, holders of 54.6% of our public shares would
need to vote in favor of the Extension Proposal for the Extension Proposal to be approved at the Extraordinary General Meeting.
What vote is required
to approve the NTA Requirement Amendment Proposal?
Approval of the NTA Requirement
Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of the holders of at least two-thirds
of the issued and outstanding Ordinary Shares, voting together as a single class, who are represented in person or by proxy, entitled
to vote thereon, and do so in person or by proxy at the Extraordinary General Meeting.
Our Initial Shareholders own
approximately 26.6% of our Ordinary Shares entitled to vote at the Extraordinary General Meeting and plan to vote all of the Ordinary
Shares owned by them in favor of the NTA Proposal and the other Proposals. Assuming that our Initial Shareholders vote all of Ordinary
Shares owned by them in favor of the NTA Proposal at the Extraordinary General Meeting, holders of 54.6% of our public shares would need
to vote in favor of the NTA Proposal for the NTA Proposal to be approved at the Extraordinary General Meeting.
What vote is required
to approve the Adjournment Proposal?
Approval of the Adjournment
Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of the issued
and outstanding Ordinary Shares, attending in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the
Extraordinary General Meeting.
Our Initial Shareholders own
approximately 26.6% of our Ordinary Shares entitled to vote at the Extraordinary General Meeting and plan to vote all of the Ordinary
Shares owned by them in favor of the Adjournment Proposal and the other Proposals. Assuming that our Initial Shareholders vote all of
Ordinary Shares owned by them in favor of the Adjournment Proposal at the Extraordinary General Meeting, holders of 31.9% of our public
shares would need to vote in favor of the Adjournment Proposal for the Adjournment Proposal to be approved at the Extraordinary General
Meeting.
What if I want to vote against
or don’t want to vote for any of the proposals?
If you do not want a proposal
to be approved or do not want to vote for a proposal, you may abstain from voting, not vote in favor, or vote against such proposal. The
Ordinary Shares of a shareholder who does not vote by proxy or vote in person at the Extraordinary General Meeting will not be counted
towards the number of Ordinary Shares required to validly establish a quorum. The Ordinary Shares of a shareholder who is present in person
or by proxy but who abstains from voting such shares will be counted in connection with the determination of whether a valid quorum is
established.
Will you seek any further
extensions to liquidate the Trust Account?
Other than the extension until
the Extended Date as described in this proxy statement, we do not currently anticipate seeking any further extension to consummate an
initial business combination.
What happens if the
Extension Proposal is not approved?
If the Extension Proposal
is not approved and we do not consummate an initial business combination by the Current Termination Date,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
There
will be no distribution from the Trust Account with respect to our warrants which will expire worthless in the event we wind up.
In
the event of a liquidation, the Sponsor, directors and officers will not receive any monies held in the Trust Account as a result of their
ownership of the Founder Shares or Private Placement Warrants.
If the Extension is
approved, what happens next?
If
the Extension Proposal is approved, we will continue to attempt to consummate an initial business combination until the Extended Date.
We expect to seek shareholder approval of an initial business combination. If shareholders approve an initial business combination, we
expect to consummate an initial business combination as soon as possible following such shareholder approval. Because we have only a limited
time to complete our initial business combination, even if we are able to effect the Extension, our failure to obtain any required regulatory
approvals in connection with an initial business combination or to find a suitable business combination candidate within the requisite
time period may require us to liquidate. Upon approval of the Extension Proposal by the holders of at least two-thirds of the Ordinary
Shares attending in person or by proxy and entitled to vote thereon and who do so at the Extraordinary General Meeting, the Company will
file an amendment to the Charter with the Cayman Islands Registrar of Companies (the “Cayman Registrar”) in the form attached
as Annex A hereto. The Company will remain a reporting company under the Exchange Act, and its units, Class A Ordinary Shares and
public warrants will remain publicly traded.
If the Extension is approved,
any removal of any Withdrawal Amount (defined as an amount equal to the number of public shares properly redeemed multiplied by the aggregate
amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its taxes, divided by the
number of then outstanding public shares) from the Trust Account will reduce the amount remaining in the Trust Account and increase the
percentage interest of Ordinary Shares held by the Sponsor through the Founder Shares. We will not proceed with the Extension if redemptions
of public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension.
If the Extension is approved,
the Sponsor will continue to receive payments from the Company of $10,000 per month for office space, administrative and support services
until the earlier of the Company’s consummation of an initial business combination or the Company’s liquidation pursuant to
the Administrative Services Agreement, dated as of May 10, 2022, by and between the Company and the Sponsor (the “Administrative
Services Agreement”).
Will I have an opportunity to vote for directors at
the meeting?
Under our Articles, prior
to the completion of the Company’s initial business combination, holders of our Class B ordinary shares have the exclusive
right to appoint or remove any director. Our Class B shareholders are consequently the only shareholders entitled to elect directors.
Our Class B shareholders intend to elect directors to our Board by ordinary resolution approved in writing by all the Class B
shareholders on or about the date of the Extraordinary General Meeting in lieu of annual meeting.
Where will I be able
to find the voting results of the Extraordinary General Meeting?
We will announce preliminary
voting results at the Extraordinary General Meeting. We will also disclose voting results on a Current Report on Form 8-K that we
will file with the SEC within four business days after the Extraordinary General Meeting. If final voting results are not available to
us in time to file a Current Report on Form 8-K within four business days after the Extraordinary General Meeting, we will file a
Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report
on Form 8-K as soon as they become available.
Would I still be able
to exercise my redemption rights in connection with a vote to approve a proposed initial business combination?
Yes. Assuming you are a shareholder
as of the record date for voting on a proposed initial business combination, you will be able to vote on a proposed initial business combination
when it is submitted to shareholders. If you disagree with an initial business combination, you will retain your right to redeem your
public shares upon consummation of such initial business combination, subject to any limitations set forth in the Charter.
How do I change my vote?
Shareholders may send a later-dated,
signed proxy card to Morrow Sodali LLC, our proxy solicitor, so that it is received by Morrow Sodali LLC prior to the vote at the Extraordinary
General Meeting (which is scheduled to take place on November 6, 2024). Shareholders also may revoke their proxy by sending a notice
of revocation to: Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, which must be received by Morrow Sodali
LLC prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker,
bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
How are votes counted?
Votes will be counted by the
inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions,
and broker non-votes for each of the proposals. The Ordinary Shares of a shareholder who does not vote by proxy or to vote in person at
the meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. The Ordinary Shares of a
shareholder who is present in person or by proxy but who abstains from voting such shares will be counted in connection with the determination
of whether a valid quorum is established.
If my shares are held
in “street name,” will my broker automatically vote them for me?
If you do not give instructions
to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary”
items. We believe that each of the proposals are “non-discretionary” items.
Your broker can vote your
shares with respect to “non-discretionary” items only if you provide instructions on how to vote. You should instruct your
broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your
shares will be treated as broker non-votes with respect to all proposals. Abstentions and broker non-votes, while considered present for
the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
What is a quorum?
A quorum is the minimum number
of shares required to be held by shareholders present at the Extraordinary General Meeting for the Extraordinary General Meeting to be
properly held under the Charter and the Companies Act. The presence, in person, by proxy, or if a corporation or other non-natural person,
by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding Ordinary Shares entitled to
vote at the Extraordinary General Meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to
“street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”)
will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give
the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary”
matters. We believe that each of the proposals is a “non-discretionary” matter.
Who can vote at the
Extraordinary General Meeting?
Holders of our Ordinary Shares
as of the close of business on October 15, 2024, the record date, are entitled to vote
at the Extraordinary General Meeting. As of the record date, there were 21,620,561 Ordinary Shares issued and outstanding, consisting
of 21,620,559 Class A Ordinary Shares and two Class B Ordinary Shares, par value $0.0001 per share. In deciding all matters
at the Extraordinary General Meeting, each shareholder will be entitled to one vote for each share held by them on the record date. Holders
of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted
to a vote of our shareholders except as required by law or our Charter. The Initial Shareholders collectively own all of our issued and
outstanding Founder Shares, constituting approximately 26.6% of our issued and outstanding Ordinary Shares.
Registered
Shareholders. If Ordinary Shares are registered directly in your name with our transfer agent, Continental, you are considered
the shareholder of record with respect to those shares. As the shareholder of record, you have the right to grant your voting proxy directly
to the individuals listed on the proxy card or to vote in person at the Extraordinary General Meeting.
Street
Name Shareholders. If Ordinary Shares are held on your behalf in a brokerage account or by a bank or other nominee, you are
considered the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the shareholder
of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote
your shares. However, since a beneficial owner is not the shareholder of record, you may not vote your Ordinary Shares at the Extraordinary
General Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy, we refer to shareholders
who hold their shares through a broker, bank, or other nominee as “street name shareholders.”
Does the board of directors
recommend voting for the approval of the proposals?
Yes. After careful consideration
of the terms and conditions of these proposals, the Board has determined that each of the proposals are in the best interests of the Company
and its shareholders. The Board recommends that the Company’s shareholders vote “FOR” each of the proposals.
What interests do the
Company’s directors and officers have in the approval of the proposals?
The Company’s directors
and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests
include ownership of Founder Shares, the Private Warrants that may become exercisable in the future, any loans by them to the Company
that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled
“Proposal No. 1 — The Extension Proposal — Interests of the Sponsor and the Company’s
Directors and Officers.”
Are there any appraisal
or similar rights for dissenting shareholders?
Neither the Companies Act
nor the Charter provide for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals to be
voted upon at the Extraordinary General Meeting. Accordingly, our shareholders will have no right to dissent and obtain payment for their
shares.
What happens to the
Company’s warrants if the Extension is not approved?
If the Extension is not approved
and we do not consummate an initial business combination by the Current Termination Date, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate
and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of
creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless in the event of our winding up.
What happens to the
Company’s warrants if the Extension is approved?
If the Extension is approved,
the Company will continue to attempt to consummate an initial business combination until the Extended Date, and will retain the blank
check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms.
How do I vote?
If you are a holder of record
of Ordinary Shares on October 15, 2024, the record date for the Extraordinary General
Meeting, you may vote in person at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether
or not you plan to attend the Extraordinary General Meeting in person, we urge you to vote by proxy to ensure your vote is counted. You
may submit your proxy by Internet at https://www.cstproxy.com/cartesiangrowth2/2024, 24 hours a day, 7 days a week, until 11:59 a.m., Eastern time, on November 5,
2024 (have your proxy card in hand when you visit the website) or by completing, signing, dating and returning the enclosed proxy card
in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares
are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares
you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote
your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a valid proxy from your broker, bank
or nominee.
How do I redeem my Ordinary
Shares?
Pursuant to the Charter, a
public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the
Extension Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
| (i) | (a) hold public shares or (b) hold public shares as part of units and elect to separate such
units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
and |
| (ii) | prior to 5:00 p.m., Eastern Time, on November 4, 2024 (two business days prior to the vote at the
Extraordinary General Meeting), (a) submit a written request to Continental, the Company’s transfer agent, that the Company
redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through
The Depository Trust Company. |
Holders of units must elect
to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.
If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate
the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must
contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public
shares even if they vote for the Extension Proposal.
Based
upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be
redeemed from cash held in the Trust Account will be approximately $11.54 at the time of the Extraordinary General
Meeting. The closing price of the Company’s Class A Ordinary Shares on October 23, 2024 was
$11.515 per share. The Company cannot assure shareholders
that they will be able to sell their Class A Ordinary Shares the open market, even if the market price per share is higher than
the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell
their shares.
What should I do if I receive
more than one set of voting materials?
You may receive more than
one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if
your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more
than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please
complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all
of your shares.
Who is paying for this
proxy solicitation?
The Board is soliciting proxies
for use at the Extraordinary General Meeting. All costs associated with this solicitation will be borne directly by the Company. We have
engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Extraordinary General Meeting. We have
agreed to pay Morrow a fee of $25,000 and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow against
certain losses, damages, expenses, liabilities or claims. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries
representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners
of Class A Ordinary Shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies
by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Who can help answer
my questions?
If you have questions about
the Extraordinary General Meeting or the proposals to be presented thereat, if you need additional copies of the proxy statement or the
enclosed proxy card, or if you would like copies of any of the Company’s filings with the SEC, including our Annual Report on Form 10-K
for the year ended December 31, 2023, and our subsequent Quarterly Reports on Form 10-Q, you should contact:
Cartesian
Growth Corporation II
505
Fifth Avenue, 15th Floor
New York,
New York 10017
Attn:
Peter Yu
Telephone:
(212) 461-6363
Email:
contact@cartesiangrowth.com
You may also contact the Company’s
proxy solicitor at:
Morrow Sodali LLC
333 Ludlow Street
5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect
at (203) 658-9400)
Email: RENE.info@investor.morrowsodali.com
You may also obtain additional
information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where
You Can Find More Information.”
If you are a holder of public
shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically)
to the transfer agent at the address below prior to 5:00 p.m., Eastern Time, on November 4, 2024 (two business days prior to the
vote at the Extraordinary General Meeting). If you have questions regarding the certification of your position or delivery of your shares,
please contact:
Continental Stock Transfer &
Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
RISK FACTORS
In addition to the below risk
factors, you should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31,
2023, any subsequent Quarterly Report on Form 10-Q filed with the SEC, and in the other reports we file
with the SEC before making a decision to invest in our securities. The risks and uncertainties described in the aforementioned filings
and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not
material, may also become important factors that adversely affect our business, financial condition and operating results or result in
our liquidation.
We cannot assure you that the Extension
will enable us to complete a business combination.
Approving the Extension and
not redeeming your shares involves a number of risks. Even if the Extension is approved, we cannot assure you that a business combination
will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors,
many of which are beyond our control. If the Extension is approved, we expect to seek shareholder approval of a business combination.
We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Proposal, and we will be required
to offer shareholders redemption rights again in connection with any shareholder vote to approve a business combination. Even if the Extension
or a business combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate
a business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection
with the Extension and a business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation,
our shareholders may be unable to recover their investment except through sales of Ordinary Shares on the open market. The price of Ordinary
Shares may be volatile, and there can be no assurance that shareholders will be able to dispose of Ordinary Shares at favorable prices,
or at all.
The ability of the public shareholders to
exercise redemption rights with respect to a large number of public shares if the Extension Proposal is approved and the Extension is
implemented may adversely affect the liquidity of our securities.
Pursuant to the Charter, each
public shareholder may seek to redeem all or a portion of such shareholder’s public shares for its pro rata portion of the
funds available in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
us (less taxes payable), in connection with the approval of the Extension Proposal and the implementation of the Extension. The ability
of the public shareholders to exercise such redemption rights with respect to a large number of public shares may adversely affect the
liquidity of our securities. As a result, if the Extension Proposal is approved and the Extension is implemented, although the per-share
market price may be higher than the per-share redemption price paid to public shareholders that elected to redeem their public shares
in connection with the approval of the Extension Proposal and the implementation of the Extension, you may be unable to sell your public
shares at such market price and market prices may decrease as a result of sales by you or other shareholders.
If we fail to consummate our initial Business
Combination by May 5, 2025, the trading of our securities on Nasdaq will be suspended and our securities will be delisted from Nasdaq,
which may have a material adverse effect on the trading of our securities and our ability to consummate an initial business combination.
The Registration Statement
on Form S-1 we filed with the SEC on April 28, 2022 (File No. 333-261866), as amended, for our IPO (the “IPO Registration
Statement”) was declared effective by the SEC on May 5, 2022, and our securities are currently listed on the Nasdaq Capital
Market. Pursuant to our Charter, we have until November 10, 2024 (or such shorter period of time as determined by the Board), to
consummate our initial business combination. Nasdaq’s rules and guidance currently provide that SPACs (such as us) must satisfy
certain listing conditions, including that a SPAC must complete one or more business combinations meeting certain conditions within 36
months of the effectiveness of its initial public offering registration statement (the “36-Month Requirement”). Prior to the
enactment of the Nasdaq Delisting Rule Amendment (as defined below), if a SPAC did not meet the 36-Month Requirement, it would receive
a staff delisting determination from Nasdaq which, among other things, informed the SPAC that (i) its securities will be suspended
as of a certain date; (ii) it has a right to request review of the staff delisting determination by a hearings panel; and
(iii) a timely request for such review will stay the suspension and delisting action pending the issuance of a written decision of
the hearings panel.
On July 8, 2024, Nasdaq
filed with the SEC a proposal to change the rules applicable to the foregoing procedures (the “Nasdaq Delisting Rule Amendment”)
that includes removing the stay referred to above so that a SPAC’s securities will be immediately suspended from trading on Nasdaq
through the pendency of the hearings panel’s review. In addition, under the Nasdaq Delisting Rule Amendment, the scope of the hearings
panel’s review would be limited, as the hearings panel may only reverse a staff delisting determination where it determines that
the staff delisting determination was in error and that the SPAC never failed to satisfy the 36-Month Requirement. In such cases, the
hearings panel would not be able to consider facts indicating that the SPAC had regained compliance since the date of the staff delisting
determination, nor may the hearings panel grant an exception allowing the SPAC additional time to regain compliance. If a SPAC completes
a business combination after receiving a staff delisting determination and/or demonstrates compliance with all applicable initial listing
requirements, the combined company could apply to list its securities on Nasdaq pursuant to the normal application review process. The
Nasdaq Delisting Rule Amendment contained a list of deficiencies that would immediately result in a staff delisting determination, which
includes noncompliance with the 36-Month Requirement.
On July 15, 2024, the SEC issued a release approving the immediate
effectiveness of the Nasdaq Delisting Rule Amendment. The Nasdaq Delisting Rule Amendment became operative on October 7, 2024.
If the Extension is approved
and we are not able to consummate our initial business combination on or prior to May 5, 2025, our securities will be suspended from
trading on Nasdaq and delisted. If Nasdaq were to suspend our securities from trading, or delist our securities, our securities could
potentially be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including
but not limited to:
| · | our ability to complete an initial business combination with a target company contemplating a Nasdaq listing,
as we would be a less attractive acquiror absent a listing on a national exchange; |
| · | a limited availability of market quotations for our securities; |
| · | reduced liquidity for our securities; |
| · | a determination that our Class A ordinary shares are a “penny stock,” which will require
brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading
activity in the secondary trading market for our securities; |
| · | a limited amount of news and analyst coverage; and |
| · | a decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities Markets Improvement Act of 1996, which is a
federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered
securities.” Because our units, Class A Ordinary Shares, and warrants are currently listed on Nasdaq, our units, Class A
Ordinary Shares, and warrants are covered securities under the statute. Although the states are preempted from regulating the sale of
our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is
a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are
not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than
the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten
to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on
Nasdaq, our securities would not be covered securities under the statute and we would be subject to regulation in each state in which
we offer our securities.
We may not be able to complete an initial
business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations
and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
Our sponsor, CGC II Sponsor
LLC, is a Delaware limited liability company, and is not controlled by, nor has substantial ties with any non-U.S. person. We do not expect
the Company to be considered a “foreign person” under the regulations administered by CFIUS. However, if our initial business
combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization
Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain
acquisitions of real estate even with no underlying U.S. business, FIRRMA, and subsequent implementing regulations that are now in force,
also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business
falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary
notice to CFIUS, or to proceed with an initial business combination without notifying CFIUS and risk CFIUS intervention, before or after
closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate
national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business
of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain
initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the
pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected
in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.
Moreover, the process of government
review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot
complete an initial business combination by November 10, 2024 (or the Extended Date if the Extension Proposal is approved), because
the review process continues beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another
U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive an amount per share
that will be determined by when we liquidate and whether the Extension has been approved, and our warrants will expire worthless. This
will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment
through any price appreciation in the combined company.
If following the approval of the Extension
Proposal and the implementation of the Extension we are no longer in compliance with Nasdaq’s continued listing requirements, Nasdaq
may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
Our units, Class A Ordinary
Shares, and warrants are currently listed on Nasdaq, a national securities exchange. We cannot assure you that our securities will continue
to be listed on Nasdaq in the future prior to an initial business combination, including following any shareholder redemptions in connection
with certain amendments to the Articles. If the public shareholders exercise redemption rights with respect to a large number of public
shares in connection with the approval of the Extension Proposal and the implementation of the Extension, our securities may no longer
meet Nasdaq’s continued listing requirements and Nasdaq may delist our securities from trading on its exchange.
We expect that if our Class A
Ordinary Shares fail to meet Nasdaq’s continued listing requirements, our units and warrants will also fail to meet Nasdaq’s
continued listing requirements for those securities. We cannot assure you that any of our Class A Ordinary Shares, units, or warrants
will be able to meet any of Nasdaq’s continued listing requirements following any shareholder redemptions of public shares in connection
with the approval of the charter amendment proposal and the implementation of the Extension. If Nasdaq delists any of our securities from
trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities
could be quoted on an over-the-counter market. However, if this were to occur, our shareholders and we could face significant material
adverse consequences, including:
| · | limited availability of market quotations for our securities; |
| · | reduced liquidity for our securities; |
| · | a determination that our Class A Ordinary Shares are a “penny stock” which will require
brokers trading in our Class A Ordinary Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading
activity in the secondary trading market for our securities; |
| · | a limited amount of news and analyst coverage; and |
| · | a decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities Markets
Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which
are referred to as “covered securities.” Because our units, Class A Ordinary Shares, and warrants are currently listed
on Nasdaq, our units, Class A Ordinary Shares, and warrants are covered securities under the statute. Although the states are preempted
from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion
of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular
case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check
companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these
powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were
no longer listed on Nasdaq, our securities would not be covered securities under the statute and we would be subject to regulation in
each state in which we offer our securities.
If the NTA Requirement Amendment Proposal
is not approved and implemented, the ability of the public stockholders to redeem their shares for cash could cause the Company’s
net tangible assets to be less than $5,000,001, which would prevent the Company from consummating an initial business combination.
Currently, the Redemption
Limitation in the Charter prevents the Company from consummating an initial business combination unless it has net tangible assets of
at least $5,000,001 upon consummation of the business combination. The purpose of the Redemption Limitation in the Charter was to ensure
that the Company would not be subject to the “penny stock” rules of the SEC and to therefore not be deemed a “blank
check company” as defined under Rule 419 of the Securities Act, because it complied with the NTA Rule.
The NTA Rule is one of
several exclusions from the “penny stock” rules of the SEC, and the Company believes that it can currently rely on another
exclusion, the National Exchange Rule (Rule 3a51-1(a)(2) under the Exchange Act), due to its being listed on Nasdaq. The
National Exchange Rule excludes from the definition of “penny stock” any equity security that is registered, or approved
for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance
on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards
that meet or exceed the criteria in the rule.
The Company believes that
Nasdaq has initial listing standards that meet the criteria identified in the National Exchange Rule. While the Company’s securities
are listed on Nasdaq and have been since the consummation of the IPO, the Company expects to be delisted if it does not consummate an
initial business combination by May 5, 2025. If that occurs, and the Company does not satisfy any of the other exclusiosn from the from
the “penny stock” rules of the SEC, our securities would be considered “penny stock” and would be subject
to additional restrictions and legislation. For more information, see “Proposal No. 2 — The NTA Requirement Amendment
Proposal” and “—If we fail to consummate our initial Business Combination by May 5, 2025, the trading of our
securities on Nasdaq will be suspended and our securities will be delisted from Nasdaq, which may have a material adverse effect on the
trading of our securities and our ability to consummate an initial business combination.”
The ability of the public
stockholders to redeem their shares for cash could cause the Company’s net tangible assets to be less than $5,000,001. If the NTA
Requirement Amendment Proposal is not approved and implemented, the ability of the public stockholders to redeem their shares for cash
could cause the Company’s net tangible assets to be less than $5,000,001, which would prevent the Company from consummating an initial
business combination.
However, if the NTA Requirement
Amendment Proposal is approved and if the net tangible assets of the combined company following our initial business combination are less
than $5,000,001 upon closing, any failure to meet the initial listing requirements of Nasdaq could result in (i) the inability of
the combined company to list the combined company’s ordinary shares and warrants on Nasdaq and (ii) the obligation to comply
with the “penny stock” trading rules. See “If the NTA Requirement Amendment Proposal is approved, any failure to
meet the initial listing requirements of Nasdaq could result in an inability to list the combined company’s ordinary shares and
warrants on Nasdaq and the obligation to comply with the “penny stock” rules and could affect the combined company’s
cash position following the closing of an initial business combination.”
If the NTA Requirement Amendment Proposal
is approved, any failure to meet the initial listing requirements of Nasdaq could result in an inability to list the combined company’s
ordinary shares and warrants on Nasdaq and the obligation to comply with the “penny stock” rules and could affect the
combined company’s cash position following the closing of an initial business combination.
The Redemption Limitation
in the Charter prevents the Company from consummating an initial business combination unless it has net tangible assets of at least $5,000,001
upon consummation of the business combination. The initial purpose of the Redemption Limitation in the Charter was to ensure that the
Company would not be subject to the “penny stock” rules of the SEC, and to therefore not be deemed a “blank check
company” as defined under Rule 419 of the Securities Act, because it complied with the NTA Rule.
The NTA Rule is one of
several exclusions from the “penny stock” rules of the SEC, and the Company believes that it can currently rely on another
exclusion, the National Exchange Rule (Rule 3a51-1(a)(2) under the Exchange Act), due to its being listed on Nasdaq. The
National Exchange Rule excludes from the definition of “penny stock” any equity security that is registered, or approved
for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance
on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards
that meet or exceed the criteria in the rule.
The Company believes that
Nasdaq has initial listing standards that meet the criteria identified in the National Exchange Rule. While the Company’s securities
are listed on Nasdaq and have been since the consummation of the IPO, the Company expects to be delisted if it does not consummate an
initial business combination by May 5, 2025. If that occurs, and the Company does not satisfy any of the other exclusiosn from the from
the “penny stock” rules of the SEC, our securities would be considered “penny stock” and would be subject
to additional restrictions and legislation. For more information, see “Proposal No. 2 — The NTA Requirement Amendment
Proposal” and “—If we fail to consummate our initial Business Combination by May 5, 2025, the trading of our
securities on Nasdaq will be suspended and our securities will be delisted from Nasdaq, which may have a material adverse effect on the
trading of our securities and our ability to consummate an initial business combination.”
However, if the NTA Requirement
Amendment Proposal is approved and if the net tangible assets of the combined company (following our initial business combination)are
less than $5,000,001 upon closing, the combined company’s failure to meet the initial listing requirements of Nasdaq could result
in (i) the inability of the combined company to list the ordinary shares and warrants on Nasdaq and (ii) the obligation to comply
with the “penny stock” trading rules.
If an initial business combination
is consummated but the combined company is not able to list its ordinary shares and warrants on Nasdaq, such securities would likely then
trade only in the over-the-counter market and the market liquidity of such securities could be adversely affected and their market price
could decrease. If the ordinary shares and warrants were to trade on the over-the-counter market, selling such securities could be more
difficult because smaller quantities of such securities would likely be bought and sold, transactions could be delayed, and the combined
company could face significant material adverse consequences, including: (i) a limited availability of market quotations for its
securities, (ii) reduced liquidity for its securities, (iii) a determination that the ordinary shares are a “penny stock”
which will require brokers trading in such shares to adhere to more stringent rules, including being subject to the depository requirements
of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for
the securities, (iv) limited or no news or analyst coverage, and (v) a decreased ability to issue additional securities or obtain
additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for the ordinary
shares and/or warrants, could substantially impair the combined company’s ability to raise additional funds, and could result in
a loss of institutional investor interest and fewer development opportunities for the combined company.
If we are deemed to be an investment company
for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we would be required to institute
burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate
an initial business combination and liquidate.
On March 30, 2022, the
SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs
and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies;
effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing
the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could
become subject to regulation under the Investment Company Act.
On January 24, 2024,
the SEC adopted final rules governing SPACs (the “SPAC Final Rules”), which became effective on July 1, 2024. Among
other items, the SPAC Final Rules provide interpretive guidance describing the extent to which SPACs could become subject to regulations
under the Investment Company Act (the “Guidance”). In particular, the Guidance provides that like any other issuer, a SPAC
may meet the definition of investment company under Section 3(a)(1)(A) or 3(a)(1)(C) of the Investment Company Act or both,
depending on the facts and circumstances. Despite the SPAC Final Rules and the Guidance therein, there remains uncertainty concerning
the applicability of the Investment Company Act to SPACs.
Based on the factors described
in the Guidance provided under the SPAC Final Rules, we do not believe that our principal activities currently subject us to regulation
as an investment company under the Investment Company Act. However, if we are deemed to be an investment company under the Investment
Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do
not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However,
if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would
be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify
our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business
combination and instead to liquidate. If we are required to liquidate, our shareholders would not be able to realize the benefits of owning
stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a
transaction, and our warrants would expire worthless.
To mitigate the risk that we might be deemed
to be an investment company for purposes of the Investment Company Act, pursuant to our instruction, the trustee of the Trust Account
liquidated the securities held in the Trust Account and will hold the funds in the Trust Account in cash until the earlier of the consummation
of our initial Business Combination or our liquidation. As a result, going forward, we will receive interest at prevailing bank rates,
which are subject to fluctuation, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders
would receive upon any redemption or liquidation of the Company.
If we are deemed to be an
investment company under the Investment Company Act, our activities may be restricted, including, without limitation, restrictions on
the nature of our investments, restrictions on the issuance of securities, and restrictions on the enforceability of agreements entered
into by us, each of which may make it difficult for us to complete the Business Combination. In addition, we may have imposed upon us
burdensome requirements, including, without limitation, registration as an investment company with the SEC (which may be impractical and
would require significant changes in, among other things, our capital structure); adoption of a specific form of corporate structure;
and reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we
are currently not subject to.
In order not to be regulated
as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged
primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting,
owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government
securities and cash items) on an unconsolidated basis. Our business is to identify and complete a Business Combination and thereafter
to operate the post- transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale
or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
Previously, the funds in
the Trust Account had, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in
money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under
the Investment Company Act. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective
test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, pursuant
to our instruction, Continental, the trustee managing the Trust Account, has liquidated the U.S. government treasury obligations or money
market funds held in the Trust Account into cash (which may include demand deposit accounts) and will hold all funds in the Trust Account
in cash until the earlier of the consummation of our initial Business Combination or liquidation of the Company. As a result of such liquidation
into cash, we will receive interest at prevailing bank rates, which are subject to fluctuation, on the funds held in the Trust Account
going forward. However, any interest previously and currently earned on the funds held in the Trust Account still may be released to us
to pay our taxes, if any. As a result, the decision to liquidate the securities held in the Trust Account and thereafter to hold all funds
in the Trust Account in cash will reduce the dollar amount our public stockholders will receive upon any redemption or liquidation of
the Company. However, regardless of our liquidation of Trust Account funds into cash, we may nonetheless be deemed to be an investment
company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market
funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which
case we may be required to liquidate the Company.
THE EXTRAORDINARY GENERAL MEETING
Date, Time, Place and Purpose of the Extraordinary
General Meeting
The Extraordinary General
Meeting will be held on November 6, 2024 at 11:00 a.m. local time, at the offices of Greenberg Traurig, P.A., 333 S.E. 2nd Avenue,
Miami, Florida 33131, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
At the Extraordinary General Meeting, you will be asked to consider and vote on proposals to:
| · | Proposal No. 1 — The Extension Proposal — as a special resolution,
to amend the Charter pursuant to an amendment to the Charter in the form set forth in Annex A of this proxy statement 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, included as part of the units sold in the IPO if it fails to complete such initial business combination,
from the Current Termination Date to up the Extended Date, without the need for any further approval of the Company’s shareholders,
provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the Extension Payment, unless
the closing of the Company’s initial business combination has occurred, in exchange for a non-interest bearing promissory note payable
upon consummation of an initial business combination; |
| · | Proposal No. 2 — The NTA Requirement Amendment Proposal — as a special
resolution, to amend the Charter pursuant to an amendment to the Charter in the form set forth in Annex B of this proxy statement to eliminate
(i) the limitation that the Company shall not redeem the Class A Ordinary Shares to the extent that such redemption would result
in the Company’s failure to have net tangible assets of at least $5,000,001, upon consummation of the Company’s initial business
combination (the Redemption Limitation), and (ii) the requirement that the Company shall not consummate an initial business combination
unless the Redemption Limitation is not exceeded; and |
| · | Proposal No. 3 — The Adjournment Proposal — as an ordinary resolution,
to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the Extension Proposal, which
will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time
of the Extraordinary General Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal
presented at the Extraordinary General Meeting. |
Voting Power; Record Date
Only shareholders of record
of the Company as of the close of business on October 15, 2024, are entitled to notice of, and to vote at, the Extraordinary General
Meeting or any adjournment or postponement thereof. Each Ordinary Share entitles the holder thereof to one vote. If your shares are held
in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the
shares you beneficially own are properly counted. On the record date, there were 21,620,561 Ordinary Shares issued and outstanding, including
21,620,559 Class A Ordinary Shares and two Class B Ordinary Shares. The Company’s warrants do not have voting rights in
connection with the proposals.
Quorum and Vote of Shareholders
A quorum is the minimum number
of shares required to be held by shareholders present at the Extraordinary General Meeting for the Extraordinary General Meeting to be
properly held under the Charter and the Companies Act. The presence, in person, by proxy, or if a corporation or other non-natural person,
by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding Ordinary Shares entitled to
vote at the Extraordinary General Meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to
“street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”)
will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give
the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary”
matters. We believe each of the proposals constitutes a “non-discretionary” matter.
Votes Required
Approval of the Extension
Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of at least two-thirds of the issued
and outstanding Ordinary Shares, represented in person or by proxy and entitled to vote thereon and who do so at the Extraordinary General
Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes
cast at the Extraordinary General Meeting.
Approval of the NTA Requirement
Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of at least two-thirds
of the issued and outstanding Ordinary Shares, represented in person or by proxy and entitled to vote thereon and who do so at the Extraordinary
General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count
as votes cast at the Extraordinary General Meeting.
Approval of the Adjournment
Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of issued and
outstanding Ordinary Shares, represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General
Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes
cast at the Extraordinary General Meeting.
If you do not want a proposal
to be approved, you must abstain, not vote, or vote against such proposal. The Ordinary Shares of a shareholder who does not vote by proxy
or vote in person at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish
a quorum. The Ordinary Shares of a shareholder who is present in person or by proxy but who abstains from voting such shares will be counted
in connection with the determination of whether a valid quorum is established.
Voting
The Board is asking for your
proxy. Giving the Board your proxy means you authorize it to vote your shares at the Extraordinary General Meeting in the manner you direct.
You may vote for or withhold your vote for the proposal or you may abstain from voting. All valid proxies received prior to the Extraordinary
General Meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy
a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice
is indicated on the proxy, the shares will be voted “FOR” each of the proposals and as the proxy holders may determine in
their discretion with respect to any other matters that may properly come before the Extraordinary General Meeting.
If you are a holder of record
of Ordinary Shares on October 15, 2024, the record date for the Extraordinary General Meeting, you may vote in person at the Extraordinary
General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by Internet at https://www.cstproxy.com/cartesiangrowth2/2024, 24 hours a day, 7 days a week, until 11:59 a.m., Eastern time, on November 5, 2024 (have your proxy card in hand when
you visit the website) or by completing, signing, dating, and returning the enclosed proxy card in the accompanying pre-addressed postage-paid
envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or nominee,
you should contact your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted.
In this regard, you must provide the broker, bank, or nominee with instructions on how to vote your shares or, if you wish to attend
the Extraordinary General Meeting, obtain a valid proxy from your broker, bank, or nominee.
Proxies that are marked “abstain”
and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called
“broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters.
If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not
vote its shares on “non-discretionary” matters. We believe each of the proposals constitutes a “non-discretionary”
matter.
Shareholders who have questions
or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow, at (800) 662-5200 or by sending
a letter to 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, or by emailing RENE.info@investor.morrowsodali.com.
Revocability of Proxies
Shareholders may send a later-dated,
signed proxy card to Morrow Sodali LLC, our proxy solicitor, so that it is received by Morrow Sodali LLC prior to the vote at the Extraordinary
General Meeting (which is scheduled to take place on November 6, 2024). Shareholders also may revoke their proxy by sending a notice
of revocation to: Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, which must be received by Morrow Sodali
LLC prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker,
bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Attendance at the Extraordinary General Meeting
Only holders of Ordinary Shares,
their proxy holders and guests we may invite may attend the Extraordinary Meeting. If you wish to attend the Extraordinary Meeting but
you hold your shares through someone else, such as a broker, you must submit proof of your ownership and identification with a photo at
the Extraordinary Meeting. For example, you may submit an account statement showing that you beneficially owned Ordinary Shares as of
the Record Date as acceptable proof of ownership. In addition, you must submit a legal proxy from the broker, bank or other nominee holding
your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
Solicitation of Proxies
The Company is soliciting
proxies for use at the Extraordinary General Meeting. All costs associated with this solicitation will be borne directly by the Company.
We have engaged Morrow to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Morrow a
fee of $25,000, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow against certain
losses, damages, expenses, liabilities or claims. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries
representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners
of Class A Ordinary Shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies
by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
You may contact Morrow at:
Morrow Sodali LLC
333 Ludlow Street
5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect
at (203) 658-9400)
Email: RENE.info@investor.morrowsodali.com
Some banks and brokers have
customers who beneficially own Ordinary Shares listed of record in the names of nominees. We intend to request banks and brokers to solicit
such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation
of the holders of our outstanding Ordinary Shares is deemed necessary, we (through our directors and officers) anticipate making such
solicitation directly.
Dissenters’ Rights of Appraisal
Neither the Companies Act
nor the Charter provide for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals to be
voted upon at the Extraordinary General Meeting. Accordingly, our shareholders will have no right to dissent and obtain payment for their
shares.
Shareholder Proposals
In accordance with the Charter,
notice specifying the general nature of the business to be conducted at any general meeting must be given in the notice convening that
meeting.
Other Business
The Board does not know of
any other matters to be presented at the Extraordinary General Meeting. If any additional matters are properly presented at the Extraordinary
General Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with
their own judgment on such matters.
Principal Executive Offices
Our principal executive offices
are located at 505 Fifth Avenue, 15th Floor, New York, New York 10017. Our telephone number is (212) 461-6363. Our corporate website address
is https://www.cartesiangrowth.com/cgc2. Our website and the information contained on, or that can be accessed through, the website is
not deemed to be incorporated by reference in, and is not considered part of, this proxy statement.
PROPOSAL NO. 1 — THE EXTENSION
PROPOSAL
Background
On May 10, 2022, the
Company consummated an IPO of 23,000,000 units at $10.00 per unit (the “Units” and, with respect to the ordinary shares included
in the Units, the “Public Shares”), including the issuance of 3,000,000 units as a result of the underwriters’ full
exercise of their over-allotment option, at $10.00 per unit, and the sale of 8,900,000 Private Warrants at a price of $1.00 per Private
Warrant in a private placement to the Sponsor that closed simultaneously with the closing of the IPO, generating gross proceeds of $8,900,000
(the “Private Placement”). The Company has listed the Units on the Nasdaq Stock Market LLC (“Nasdaq”). A total
of $236,900,000 ($10.30 per unit) of the net proceeds from the IPO, including the full exercise of the over-allotment option, the sale
of the private placement warrants and the sponsor loan, was placed in the Trust Account. Transaction costs of the IPO amounted to $16,804,728,
consisting of $4,600,000 of underwriting commissions, $11,500,000 of deferred underwriting commissions and $704,728 of other offering
costs.
On November 6, 2023,
the Company’s shareholders approved an amendment to our Charter (the “Charter Amendment”). The Charter Amendment extended
the date by which we had to consummate a business combination for up to an additional twelve months, from November 10, 2023, to up
to November 10, 2024, provided that the Sponsor (or its affiliates or permitted designees) deposit into the Trust Account for each
such one-month extension the lesser of (a) an aggregate of $150,000 and (b) $0.02 per public share that remains outstanding
and is not redeemed prior to any such one-month extension.
In connection with the votes
to approve the Charter Amendment, the holders of 7,129,439 Class A ordinary shares properly exercised their right to redeem their
shares, leaving 15,870,561 public shares outstanding.
The Board believes that there
may not be sufficient time before the Current Termination Date to complete an initial business combination. Accordingly, the Board believes
that in order to be able to complete an initial business combination, it is appropriate to obtain the Extension. Therefore, the Board
has determined that it is in the best interests of our shareholders to extend the date by which the Company must complete an initial business
combination to the Extended Date. If the Extension Proposal is approved, we plan to hold another shareholder meeting prior to the Extended
Date in order to seek shareholder approval of an initial business combination and related proposals.
The Extension
We are proposing to amend
the Charter by special resolution pursuant to an amendment to the Charter in the form set forth in Annex A hereof to extend the date by
which the Company must (1) consummate its 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 if it fails
to complete such initial business combination, from the Current Termination Date to the Extension Date by electing to extend the date
to consummate an initial business combination until the Extended Date, without the need for any further approval of the Company’s
shareholders, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the Extension Payment,
unless the closing of the Company’s initial business combination has occurred, in exchange for a non-interest bearing promissory
note payable upon consummation of an initial business combination.
Reasons for the Proposal
The
Board believes that there may not be sufficient time before the Current Termination Date to complete an initial business combination.
Accordingly, the Board believes that in order to be able to complete an initial business combination, it is appropriate to obtain the
Extension. Therefore, the Board has determined that it is in the best interests of our shareholders to extend the date by which the Company
must complete an initial business combination to the Extended Date. If the closing of an initial business combination occurs prior to
the scheduled date of the Extraordinary General Meeting, the Extraordinary General Meeting will be indefinitely postponed.
The Charter currently provides
that if the Company does not complete an initial business combination by the Current Termination Date, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject,
in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law.
We believe that the provision
of the Charter described in the preceding paragraph was included to protect the Company’s shareholders from having to sustain their
investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated
by the Charter. We also believe, however, that given the Company’s expenditure of time, effort and money on pursuing an initial
business combination, our belief that an initial business combination offers an attractive investment for our shareholders, and the opportunity
for shareholders to elect to redeem their shares, the Extension is warranted.
The Company is not asking
you to vote on any proposed initial business combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, you will retain the right to vote on any proposed initial business combination when it is submitted to shareholders
in the future and the right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest not previously released to the Company to pay its taxes, divided by the number of then
outstanding public shares, in the event the proposed initial business combination is approved and completed or the Company has not consummated
an initial business combination by the Extended Date.
The Sponsor
The Company’s Sponsor
is CGC II Sponsor LLC, a Cayman Islands limited liability company. The Sponsor currently beneficially owns 5,750,000 Founder Shares, consisting
of 5,749,998 Class A Ordinary Shares and two Class B Ordinary Shares of the Company. Peter Yu, the Company’s Chief Executive
Officer and director, controls Pangaea Three-B, LP, the sole member of our sponsor. Peter Yu is a U.S. person. The Company is a Cayman
Islands exempted company.
If the Extension Is Not Approved
If the Extension Proposal
is not approved and we do not consummate an initial business combination by the Current Termination Date, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject,
in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law.
There will be no redemption
rights or liquidating distributions with respect to our warrants, which will expire worthless if we wind up. The Company will pay the
costs of liquidation exceeding $100,000 from its remaining assets outside of the Trust Account.
If the Extension Is Approved
If the Extension is approved,
the Company will file an amendment to the Charter with the Cayman Registrar in the form of Annex A hereto to extend the time it has to
complete an initial business combination until the Extended Date. The Company will remain a reporting company under the Exchange Act,
and its Units, Class A Ordinary Shares and public warrants will remain publicly traded. The Company will then continue to work to
consummate its initial business combination by the Extended Date.
If the Extension Proposal
is approved, and the Extension is implemented, the amount held in the Trust Account will be reduced by withdrawals in connection with
any shareholder redemptions. The Company cannot predict the amount that will remain in the Trust Account if the Extension is approved,
and the amount remaining in the Trust Account may be significantly less than the approximately $183,134,157.59
that was in the Trust Account as of October 24, 2024. The Company may need to obtain additional funds to complete its initial business
combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. Additionally,
we will not proceed with the Extension if the number of redemptions of our public shares cause us to have less than $5,000,001 of net
tangible assets following approval of the Extension.
If the Extension Proposal
is approved, the Sponsor will continue to receive payments from the Company of $10,000 per month for office space, administrative and
support services until the earlier of the Company’s consummation of an initial business combination or the Company’s liquidation
pursuant to the Administrative Services Agreement.
Redemption Rights
In connection with the approval
of the Extension, each public shareholder may seek to redeem his, her or its public shares. Holders of public shares who do not elect
to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with
any shareholder vote to approve a proposed initial business combination, or if the Company has not consummated an initial business combination
by the Extended Date.
TO DEMAND REDEMPTION, YOU
MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR
SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M., EASTERN TIME, ON
NOVEMBER 4, 2024. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them
until the effective date of the Extension and redemptions.
Pursuant to the Charter, a
public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the
Extension is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
| (i) | (a) hold public shares or (b) hold public shares as part of units and elect to separate such
units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
and |
| (ii) | prior to 5:00 p.m., Eastern Time, on November 4, 2024 (two business days prior to the vote at the
Extraordinary General Meeting), (a) submit a written request to Continental, the Company’s transfer agent, that the Company
redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through
The Depository Trust Company. |
Holders of units must elect
to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.
If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate
the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the
holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of
their public shares even if they vote for the Extension Proposal.
Through the Deposit/Withdrawal
at Custodian (“DWAC”) system, this electronic delivery process can be accomplished by the shareholder, whether or not it is
a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery
of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock
certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together
to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating
the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker fee and the broker
would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control
over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such shareholders
will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders
who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising
their redemption rights and thus will be unable to redeem their shares.
Certificates that have not
been tendered in accordance with these procedures prior to the vote on the Extension will not be redeemed for cash held in the Trust Account.
In the event that a public shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does
not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent
and decide prior to the vote at the Extraordinary General Meeting not to redeem your shares, you may request that our transfer agent return
the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In
the event that a public shareholder tenders shares and the Extension is not approved, these shares will not be redeemed and the physical
certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension will
not be approved. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve
the Extension would receive payment of the redemption price for such shares soon after the completion of the Extension. The transfer agent
will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.
If properly demanded,
the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest not previously released to the Company to pay its taxes, if any, divided by the number of
then-issued and outstanding Class A Ordinary Shares. Based upon the current amount in the
Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust
Account will be approximately $11.54 at the time of the Extraordinary General Meeting.
The closing price of the Company’s Class A Ordinary Shares on October 23, 2024, was
$11.515 per share. The Company cannot assure shareholders that they will
be able to sell their Class A Ordinary Shares the open market, even if the market price per share is higher than the redemption
price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their
shares.
If you exercise your redemption
rights, you will be exchanging your Ordinary Shares for cash and will no longer own such shares. You will be entitled to receive cash
for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent
prior to the vote on the Extension Proposal. The Company anticipates that a public shareholder who tenders shares for redemption in connection
with the vote to approve the Extension Proposal would receive payment of the redemption price for such shares soon after the completion
of the Extension.
United States Federal Income Tax Considerations
for Shareholders Exercising Redemption Rights
The following is a discussion
of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that elect to have their Class A
Ordinary Shares redeemed for cash if the Extension Proposal is completed. This discussion applies only to Class A Ordinary Shares
that are held as a capital asset for U.S. federal income tax purposes (generally, property held for investment). This discussion does
not describe all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances
or status, including:
| · | the Sponsor or our directors and officers; |
| · | financial institutions or financial services entities; |
| · | broker-dealers; |
| · | taxpayers that are subject to mark-to-market accounting rules; |
| · | tax-exempt entities; |
| · | governments or agencies or instrumentalities thereof; |
| · | insurance companies; |
| · | regulated investment companies or real estate investment trusts; |
| · | expatriates or former long-term residents of the United States; |
| · | persons that actually or constructively own five percent or more of our voting shares or five percent
or more of the total value of all classes of Ordinary Shares; |
| · | persons that acquired Class A Ordinary Shares pursuant to an exercise of employee share options or
upon payout of a restricted stock unit, in connection with employee share incentive plans or otherwise as compensation; |
| · | persons that hold Class A Ordinary Shares as part of a straddle, constructive sale, hedging, conversion
or other integrated or similar transaction; |
| · | partnerships (or entities or arrangements treated as partnerships
or other pass-through entities for U.S. federal income tax purposes), or persons holding Class A Ordinary Shares through such partnerships
or other pass-through entities; persons whose functional currency is not the U.S. dollar; or |
| · | accrual method taxpayers that file applicable financial statements as described in Section 451(b) of
the Code. |
This discussion is based on
the Internal Revenue Code of 1986 (the “Code”), proposed, temporary and final Treasury Regulations promulgated under the Code,
and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change
could apply retroactively and could affect the tax considerations described herein. This discussion does not address U.S. federal taxes
other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare
tax on investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.
We have not and do not intend
to seek any rulings from the Internal Revenue Service (the “IRS”) regarding the exercise of redemption rights. There can be
no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would
not be sustained by a court.
This discussion does not consider
the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership
(or any entity or arrangement so characterized for U.S. federal income tax purposes) holds Class A Ordinary Shares, the tax treatment
of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities
of the partnership. Partnerships holding any Class A Ordinary Shares and persons that are treated as partners of such partnerships
should consult their tax advisors as to the particular U.S. federal income tax consequences of an exercise of redemption rights to them.
EACH HOLDER SHOULD CONSULT
ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER, AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE
EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
U.S. Holders
As used herein, a “U.S. Holder” is
a beneficial owner of Class A Ordinary Shares who or that is, for U.S. federal income tax purposes:
| · | an individual citizen or resident of the United States, |
| · | a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes)
that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the
District of Columbia, |
| · | an estate whose income is subject to U.S. federal income tax regardless of its source, or |
| · | a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust
and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election
in place to be treated as a U.S. person. |
Redemption of Class A Ordinary Shares
Subject to the PFIC rules discussed
below under “PFIC Considerations,” if a U.S. Holder’s Class A Ordinary Shares are redeemed pursuant to the
redemption provisions described in this proxy statement, the U.S. federal income tax consequences to such holder will depend on whether
the redemption qualifies as a sale of such shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301
of the Code.
If the redemption qualifies
as a sale of Class A Ordinary Shares, a U.S. Holder will be treated as described below under the section entitled “Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares.” If the redemption does not
qualify as a sale of Class A Ordinary Shares, a U.S. Holder will be treated as receiving a distribution with the tax consequences
described below under the section entitled “Taxation of Distributions.”
The redemption of Class A
Ordinary Shares will generally qualify as a sale of the Class A Ordinary Shares that are redeemed if such redemption (i) is
“substantially disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination”
of such U.S. Holder’s interest, or (iii) is “not essentially equivalent to a dividend” with respect to such U.S.
Holder. These tests are explained more fully below.
For purposes of such tests,
a U.S. Holder takes into account not only ordinary shares actually owned by such U.S. Holder, but also ordinary shares that are constructively
owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to ordinary shares owned directly, ordinary shares
owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such U.S. Holder,
as well as any ordinary shares such U.S. Holder has a right to acquire by exercise of an option, which would generally include shares
which could be acquired pursuant to the exercise of the warrants.
The redemption of ordinary
shares will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder if the percentage of the
respective entity’s outstanding voting shares that such U.S. Holder actually or constructively owns immediately after the redemption
is less than 80% of the percentage of the respective entity’s outstanding voting shares that such U.S. Holder actually or constructively
owned immediately before the redemption. Prior to an initial business combination, the Class A Ordinary Shares may not be treated
as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete
termination of such U.S. Holder’s interest if either (i) all of the ordinary shares actually or constructively owned by such
U.S. Holder are redeemed or (ii) all of the ordinary shares actually owned by such U.S. Holder are redeemed and such U.S. Holder
is eligible to waive, and effectively waives in accordance with specific rules, the attribution of ordinary shares owned by certain family
members and such U.S. Holder does not constructively own any other ordinary shares. The redemption of Class A Ordinary Shares will
not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s proportionate
interest in the respective entity. Whether the redemption will result in a meaningful reduction in such U.S. Holder’s proportionate
interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even
a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control
over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests
is satisfied, then the redemption of Class A Ordinary Shares will be treated as a distribution to the redeemed holder and the tax
effects to such U.S. Holder will be as described below under the section entitled “Taxation of Distributions.” After the
application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Class A Ordinary Shares will be added to such
holder’s adjusted tax basis in its remaining stock, or, if it has none, to such holder’s adjusted tax basis in its warrants
or possibly in other stock constructively owned by it.
U.S. Holders should consult
their tax advisors as to the tax consequences of a redemption, including any special reporting requirements.
Taxation of Distributions.
Subject to the PFIC rules discussed
below under “PFIC Considerations,” if the redemption of a U.S. Holder’s Class A Ordinary Shares is treated
as a distribution, as discussed above, such distributions will generally be treated a dividend for U.S. federal income tax purposes to
the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such dividends
will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed
to domestic corporations in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders,
dividends will generally be taxed at preferential long-term capital gains rates only if the Class A Ordinary Shares are readily tradable
on an established securities market in the United States provided that the Company is not treated as a PFIC in the taxable year in which
the dividend was paid or in any previous year and certain other requirements are met. U.S. Holders should consult their tax advisors regarding
the availability of the lower rate for any dividends paid with respect to Class A Ordinary Shares.
Distributions in excess of
current and accumulated earnings and profits will generally constitute a return of capital that will be applied against and reduce (but
not below zero) the U.S. Holder’s adjusted tax basis in our Class A Ordinary Shares. Any remaining excess will be treated as
gain realized on the sale or other disposition of the Class A Ordinary Shares and will be treated as described below under the section
entitled “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares.” However,
we do not currently maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders
should therefore assume that any amounts treated as a distribution as a result of a redemption of Class A Ordinary Shares will be
reported as dividend income.
Gain or Loss on Sale, Taxable
Exchange or Other Taxable Disposition of Class A Ordinary Shares.
Subject to the PFIC rules discussed
below under “PFIC Considerations,” if the redemption of a U.S. Holder’s Class A Ordinary Shares is treated
as a sale or other taxable disposition, as discussed above, a U.S. Holder will generally recognize capital gain or loss in an amount equal
to the difference between (i) the amount realized and (ii) the U.S. Holder’s adjusted tax basis in the Class A Ordinary
Shares redeemed.
Under tax law currently in
effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced
rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary
shares exceeds one year. However, it is unclear whether the redemption rights with respect to the Class A Ordinary Shares described
in this proxy statement may prevent the holding period of the Class A Ordinary Shares from commencing prior to the termination of
such rights. The deductibility of capital losses is subject to various limitations. U.S. Holders who hold different blocks of Class A
Ordinary Shares (Class A Ordinary Shares purchased or acquired on different dates or at different prices) should consult their tax
advisor to determine how the above rules apply to them.
PFIC Considerations
Generally
A foreign corporation (i.e.,
non-U.S.) will be a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year is
passive income, or (ii) at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair
market value and averaged quarterly over the year are held for the production of, or produce, passive income. Passive income generally
includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or
business) and gains from the disposition of passive assets. Generally, cash is considered to be held for the production of passive income
and thus is considered a passive asset. The determination of whether a foreign corporation is a PFIC is based upon the composition of
such corporation’s income and assets (including, among others, its proportionate share of the income and assets of any other corporation
in which it owns, directly or indirectly, 25% (by value) of the stock), and the nature of such corporation’s activities.
A separate determination must
be made after the close of each taxable year as to whether a foreign corporation was a PFIC for that year. Once a foreign corporation
qualifies as a PFIC it is, with respect to a shareholder during the time it qualifies as a PFIC, and subject to certain exceptions, always
treated as a PFIC with respect to such shareholder, regardless of whether it satisfied either of the qualification tests in subsequent
years.
Pursuant
to the start-up exception, a foreign corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up
year”) if: (1) no predecessor of the corporation was a PFIC; (2) the corporation establishes to the satisfaction of
the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation
is not in fact a PFIC for either of those years.
PFIC
Status of the Company
Based
upon the composition of our income and assets, and our expectations regarding the timing of the completion of an initial business combination,
we believe that we will not be eligible for the start-up exception and therefore that we have been a PFIC since our first taxable year.
Default
PFIC Rules
If we are determined to be
a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder and the U.S. Holder did not make
a timely and effective “qualified election fund” (“QEF”) election for our first taxable year as a PFIC in which
the U.S. Holder held Class A Ordinary Shares, a QEF election along with a purging election, or a “mark-to-market” election,
then such holder will generally be subject to special rules (the “Default PFIC Regime”) with respect to:
| · | any gain recognized by the U.S. Holder on the sale or other disposition of its Class A Ordinary Shares,
which would include a redemption of Class A Ordinary Shares if such redemption is treated as a sale under the rules discussed
above; and |
| · | any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S.
Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder
in respect of its ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s
holding period for such ordinary shares), which may include a redemption of Class A Ordinary Shares if such redemption is treated
as a distribution under the rules discussed above. |
Under the Default PFIC Regime:
| · | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s
holding period for its Class A Ordinary Shares; |
| · | the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized
the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of the first
taxable year in which we are a PFIC, will be taxed as ordinary income; |
| · | the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included
in such U.S. Holder’s holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder;
and |
| · | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed
on the U.S. Holder in respect of the tax attributable to each such other taxable year of such U.S. Holder. |
QEF Election
In general, if we are determined
to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect of its Class A Ordinary Shares by making
a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain)
and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year
of the U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including
extensions) for filing such U.S. Holder’s tax return for the taxable year for which the election relates.
The QEF election is made on
a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF
election by attaching a completed IRS Form 8621, including the information provided in a PFIC annual information statement, to a
timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be
made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S.
Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular
circumstances.
If a U.S. Holder makes a QEF
election after our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A Ordinary Shares, the
adverse PFIC tax consequences (with adjustments to take into account any current income inclusions resulting from the QEF election) will
continue to apply with respect to such Class A Ordinary Shares unless the U.S. Holder makes a purging election under the PFIC rules.
Under the purging election, the U.S. Holder will be deemed to have sold such Class A Ordinary Shares at their fair market value and
any gain recognized on such deemed sale will be treated as an excess distribution, taxed under the PFIC rules described above. As
a result of the purging election, the U.S. Holder will have a new basis and holding period in such Class A Ordinary Shares for purposes
of the PFIC rules.
In order to comply with the
requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC
for any taxable year, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information
statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance that we will timely provide
such required information. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the
required information to be provided.
If a U.S. Holder has made
a QEF election with respect to its Class A Ordinary Shares, and the special tax and interest charge rules do not apply to such
shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such
shares or as a result of a purging election, as described above), any gain recognized on the sale of the Class A Ordinary Shares
generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, U.S. Holders of a QEF are currently
taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such
earnings and profits that were previously included in income generally should not be taxable as a dividend to such U.S. Holders. The tax
basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed
but not taxed as dividends, under the above rules.
Mark-to-Market
Election
Alternatively,
a U.S. Holder may make an election to mark marketable shares in a PFIC to market on an annual basis. PFIC shares generally are marketable
if they are (i) “regularly traded” on a national securities exchange that is registered with the Securities Exchange
Commission or on the national market system established under Section 11A of the Securities and Exchange Act of 1934, or (ii) “regularly
traded” on any exchange or market that the Treasury Department determines to have rules sufficient to ensure that the market
price accurately represents the fair market value of the stock. The Class A Ordinary Shares, which are listed on the Nasdaq, should
qualify as marketable shares for this purpose but there can be no assurance that the Class A Ordinary Shares will be “regularly
traded.”
Pursuant
to such an election, a U.S. Holder would include in each year as ordinary income the excess, if any, of the fair market value of such
stock over its adjusted basis at the end of the taxable year. A U.S. Holder may treat as ordinary loss any excess of the adjusted basis
of the stock over its fair market value at the end of the year, but only to the extent of the net amount previously included in income
as a result of the election in prior years. A U.S. Holder’s adjusted tax basis in the PFIC shares will be increased to reflect any
amounts included in income, and decreased to reflect any amounts deducted, as a result of a mark-to-market election. Any gain recognized
on a disposition of Class A Ordinary Shares will be treated as ordinary income and any loss will be treated as ordinary loss (but
only to the extent of the net amount of income previously included as a result of a mark-to-market election).
PFIC
Reporting Requirements
If
we are a PFIC, a U.S. Holder of Class A Ordinary Shares will be required to file an annual report on IRS Form 8621 containing
such information with respect to its interest in a PFIC as the IRS may require. Failure to file IRS Form 8621 for each applicable
taxable year may result in substantial penalties and result in the U.S. Holder’s taxable years being open to audit by the IRS (potentially
including with respect to items that do not relate to a U.S. Holder’s investment in the Class A Ordinary Shares) until such
forms are properly filed.
THE PFIC RULES ARE VERY
COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS
REGARDING THE APPLICATION OF THE PFIC RULES ON THE REDEMPTION OF CLASS A ORDINARY SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER
A QEF ELECTION, A PURGING ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY
SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.
Information Reporting and Backup Withholding
Dividend payments with respect
to the Class A Ordinary Shares and proceeds from the sale, exchange or redemption of the Class A Ordinary Shares may be subject
to information reporting to the IRS and possible backup withholding. Backup withholding will not apply, however, to a U.S. Holder who
furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding
and establishes such exempt status.
Backup withholding is not
an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability,
and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing
the appropriate claim for refund with the IRS and furnishing any required information. U.S. Holders are urged to consult their own tax
advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup
withholding in their particular circumstances.
Required Vote
Approval of the Extension
Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of at least two-thirds of the issued
and outstanding Ordinary Shares, attending in person or by proxy and entitled to vote thereon and who do so at the Extraordinary General
Meeting. The Ordinary Shares of shareholders who abstain and broker non-votes, while considered for the purposes of establishing a quorum,
will not count as votes cast at the Extraordinary General Meeting. If the Extension Proposal is not approved and we do not consummate
an initial business combination by the Current Termination Date, we will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and the Board, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to
our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable
law.
The Initial Shareholders are
expected to vote all Ordinary Shares owned by them in favor of the Extension. On the record date, the Initial Shareholders beneficially
owned and were entitled to vote an aggregate of 5,750,000 Founder Shares, constituting 26.6% of the Company’s issued and outstanding
Ordinary Shares.
In addition, subject to
applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Company’s directors,
officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors
(including those who vote, or indicate an intention to vote, against any of the proposals presented at the Extraordinary General
Meeting, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such
investors and others to provide them with incentives to not redeem their public shares, or (iii) execute agreements to purchase
such public shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, the
Company’s directors, officers, advisors or any of their respective affiliates purchase public shares in situations in which
the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no
higher than the price offered through the Company’s redemption process (i.e., approximately $11.54 per share, based
on the amounts held in the Trust Account as of October 24, 2024);
(b) would represent in writing that such public shares will not be voted in favor of approving the Extension; and
(c) would waive in writing any redemption rights with respect to the public shares so purchased.
To the extent any such purchases
by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates are made in situations in which
the tender offer rules restrictions on purchases apply, the Company will disclose in a Current Report on Form 8-K prior to the
Extraordinary General Meeting the following: (i) the number of public shares purchased outside of the redemption offer, along with
the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the
purchases on the likelihood that the Extension will be approved; (iv) the identities of the securityholders who sold to the Sponsor,
the Company’s directors, officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature
of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of Ordinary Shares for which the
Company has received redemption requests pursuant to its redemption offer.
The purpose of such share
purchases and other transactions would be to increase the likelihood of (i) otherwise limiting the number of public shares electing
to redeem and (ii) the Company’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange
Act) being at least $5,000,001.
If such transactions are effected,
the consequence could be to cause the Extension to be effectuated in circumstances where such effectuation could not otherwise occur.
Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension
at the Extraordinary General Meeting and could decrease the chances that the Extension would be approved. In addition, if such purchases
are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly
making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Interests of the Sponsor and the Company’s
Directors and Officers
When you consider the recommendation
of the Board, you should keep in mind that the Sponsor and the Company’s officers and directors have interests that may be different
from, or in addition to, your interests as a shareholder. These interests include, among other things:
| · | If the Extension Proposal is not approved and we do not consummate an initial business combination by
the Current Termination Date, the 5,749,998 Class A Ordinary Shares and two Class B Ordinary Shares held by the Sponsor and
certain of our directors will be worthless (as the Sponsor and such directors have waived liquidation rights with respect to such shares),
as will the 8,900,000 Private Warrants held by the Sponsor; |
| · | In connection with the IPO, the Sponsor agreed that it will be liable under certain circumstances to ensure
that the proceeds in the Trust Account are not reduced by the claims of any third party for services rendered or products sold to the
Company or prospective target businesses with which the Company has entered into certain agreements; |
| · | All rights specified in the Charter relating to the right of officers and directors to be indemnified
by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts
or omissions, will continue after an initial business combination and, if the Company liquidates, the Company will not be able to perform
its obligations to its officers and directors under those provisions; |
| · | None of the Company’s officers or directors has received any cash compensation for services rendered
to the Company, and all of the current officers and directors are expected to continue to serve in their roles at least through the date
of the Extraordinary General Meeting and may continue to serve following any potential initial business combination and receive compensation
thereafter; |
| · | The Sponsor has loaned to us (including pursuant to the Sponsor Loan) an
aggregate of $7,650,000, which was evidenced by unsecured promissory notes which are payable without interest upon consummation of a business
combination. In the event that we do not complete an initial business combination, we may use a portion of the working capital held outside
the Trust Account to repay such loaned amounts but no proceeds from the Trust Account may be used for such repayment. Accordingly, we
will most likely be unable to repay such loaned amounts if a business combination is not completed; and |
| · | The Sponsor and the Company’s officers and directors and their respective affiliates are entitled
to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial
business combination and, if the Extension is not approved and we do not consummate an initial business combination by the Current Termination
Date, they will not have any claim against the Trust Account for reimbursement so that the
Company will most likely be unable to reimburse such expenses. |
Recommendation
As discussed above, after
careful consideration of all relevant factors, the Board has determined that the Extension Proposal is in the best interests of the Company
and its shareholders. The Board has approved and declared advisable the adoption of the Extension Proposal.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR”
THE EXTENSION PROPOSAL. THE BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.
PROPOSAL NO. 2 — THE
NTA REQUIREMENT AMENDMENT PROPOSAL
Overview
As
discussed in this proxy statement, the Company’s stockholders are being asked to consider and vote on the NTA Requirement Amendment
Proposal to amend the Charter pursuant to an amendment to the Charter in the form set forth in Annex B of this proxy statement
to eliminate (i) the Redemption Limitation and (ii) the requirement that the Company shall not consummate an initial business
combination unless the Redemption Limitation is not exceeded. All stockholders are encouraged to read the proposed Charter amendment attached
as Annex B to this proxy statement in its entirety for a more complete description of its terms.
Reasons for the NTA Requirement Amendment Proposal
The purpose of the NTA Requirement
Amendment Proposal is to eliminate from the Charter the Redemption Limitation and the requirement that the Company shall not consummate
an initial business combination unless the Redemption Limitation is not exceeded. The elimination of these provisions from the Charter
could facilitate the consummation of an initial business combination if the Company’s (or the combined company’s) net tangible
assets would be below $5,000,001 immediately after the closing.
The Company is a blank check
company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. The initial purpose of the Redemption Limitation in the Charter was to ensure that the
Company would not be subject to the “penny stock” rules of the SEC and to therefore not be deemed a “blank check
company” as defined under Rule 419 of the Securities Act, because it complied with the NTA Rule.
Under Rule 419 of the
Securities Act, the term “blank check company” means a company that (i) is a development stage company that has no specific
business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company
or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the
Exchange Act. Under Rule 3a51-1, the term “penny stock” is defined to mean any equity security, unless that equity
security fits within certain enumerated exclusions.
The NTA Rule is one of
several exclusions from the “penny stock” rules of the SEC, and the Company believes that it can currently rely on another
exclusion, the National Exchange Rule (Rule 3a51-1(a)(2) under the Exchange Act), due to its being listed on Nasdaq. The
National Exchange Rule excludes from the definition of “penny stock” any equity security that is registered, or approved
for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance
on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards
that meet or exceed the criteria in the rule.
The Company believes that
Nasdaq has initial listing standards that meet the criteria identified in the National Exchange Rule. While the Company’s securities
are listed on Nasdaq and have been since the consummation of the IPO, the Company expects to be delisted if it does not consummate an
initial business combination by May 5, 2025. If that occurs, and the Company does not satisfy any of the other exclusiosn from the from
the “penny stock” rules of the SEC, our securities would be considered “penny stock” and would be subject
to additional restrictions and legislation. For more information, see “Risk Factors – If we fail to consummate our initial
Business Combination by May 5, 2025, the trading of our securities on Nasdaq will be suspended and our securities will be delisted from
Nasdaq, which may have a material adverse effect on the trading of our securities and our ability to consummate an initial business combination.”
As the Company intends to
consummate an initial business combination that complies with the initial listing standards of Nasdaq, the Company believes that the combined
company following the closing of its initial business combination will be able to rely on the National Exchange Rule to avoid being
subject to the “penny stock” rules of the SEC. Therefore, the Company has concluded that the inclusion of the Redemption
Limitation in the Charter is unnecessary. However, if the combined company following the closing of the Company’s initial business
combination does not satisfy the exception provided under the National Exchange Rule and does not satisfy any of the other exclusions
from the from the “penny stock” rules of the SEC, its securities would be considered “penny stock” and would
be subject to additional restrictions and legislation. For more information, “Risk Factors – If we fail to consummate our
initial Business Combination by May 5, 2025, the trading of our securities on Nasdaq will be suspended and our securities will be delisted
from Nasdaq, which may have a material adverse effect on the trading of our securities and our ability to consummate an initial business
combination.”
Consequences if the NTA Requirement Amendment
Proposal is Approved
If the NTA Requirement Amendment
Proposal is approved, such amendment will be filed with the Registrar of Companies in the Cayman Islands and the Company would no longer
be subject to the Redemption Limitation or the requirement that the Company shall not consummate an initial business combination unless
the Redemption Limitation is not exceeded.
The Company believes that
Nasdaq has initial listing standards that meet the criteria identified in the National Exchange Rule. While the Company’s securities
are listed on Nasdaq and have been since the consummation of the IPO, the Company expects to be delisted if it does not consummate an
initial business combination by May 5, 2025. If that occurs, and the Company does not satisfy any of the other exclusiosn from the from
the “penny stock” rules of the SEC, our securities would be considered “penny stock” and would be subject
to additional restrictions and legislation. For more information, see “Risk Factors – If we fail to consummate our initial
Business Combination by May 5, 2025, the trading of our securities on Nasdaq will be suspended and our securities will be delisted from
Nasdaq, which may have a material adverse effect on the trading of our securities and our ability to consummate an initial business combination.”
Additionally, if an initial
business combination is consummated but if the combined company is not able to list its ordinary shares and warrants on Nasdaq, such securities
would likely then trade only in the over-the-counter market and the market liquidity of such securities could be adversely affected and
their market price could decrease. If the ordinary shares and warrants were to trade on the over-the-counter market, selling such securities
could be more difficult because smaller quantities of such securities would likely be bought and sold, transactions could be delayed,
and the combined company could face significant material adverse consequences, including: (i) a limited availability of market quotations
for its securities, (ii) reduced liquidity for its securities, (iii) a determination that the ordinary shares are a “penny
stock” which will require brokers trading in such shares to adhere to more stringent rules, including being subject to the depository
requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading
market for the securities, (iv) limited or no news or analyst coverage, and (v) a decreased ability to issue additional securities
or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices
for the ordinary shares and/or warrants, could substantially impair the combined company’s ability to raise additional funds, and
could result in a loss of institutional investor interest and fewer development opportunities for the combined company. The National Securities
Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities,
which are referred to as “covered securities.” If the combined company’s ordinary shares and warrants are listed on
Nasdaq, they will be covered securities. However, if the combined company is not listed on Nasdaq, its securities would not be covered
securities and it would be subject to regulation in each state in which it offers its securities.
If the NTA Requirement Amendment
Proposal is approved and implemented and an initial business combination is consummated, but the combined company is not listed on Nasdaq
or another national securities exchange at closing, or if the combined company is subsequently delisted, and if the combined company fails
to have net tangible assets of at least $5,000,001, the combined company may become subject to the “penny stock” rules, which
may make it more difficult to trade its securities or otherwise materially adversely affect the market liquidity or market price of such
securities as described above. See the sections entitled “Risk Factors — If the NTA Requirement Amendment Proposal is approved,
any failure to meet the initial listing requirements of Nasdaq could result in an inability to list the combined company’s ordinary
shares and warrants on Nasdaq and the obligation to comply with the “penny stock” rules and could affect the combined
company’s cash position following the closing of an initial business combination.”
Consequences if the NTA Requirement Amendment
Proposal is Not Approved
If the NTA Requirement Amendment
Proposal is not approved and there are significant requests for redemption such that the Redemption Limitation would be exceeded, the
Redemption Limitation may prevent the Company from being able to consummate an initial business combination even if all other conditions
to closing the business combination are met. The Board believes that it is advisable for the Company to be permitted to effect redemptions
and proceed with an initial business combination irrespective of the Redemption Limitation. See the section entitled “Risk Factors
— If the NTA Requirement Amendment Proposal is not approved and implemented, the ability of the public stockholders to redeem their
shares for cash could cause the Company’s net tangible assets to be less than $5,000,001, which would prevent the Company from consummating
an initial business combination.”
Required Vote
Approval of the NTA Requirement
Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of at least two-thirds
of the issued and outstanding Ordinary Shares, attending in person or by proxy and entitled to vote thereon and who do so at the Extraordinary
General Meeting. The Ordinary Shares of shareholders who abstain and broker non-votes, while considered for the purposes of establishing
a quorum, will not count as votes cast at the Extraordinary General Meeting.
The Initial Shareholders are
expected to vote all Ordinary Shares owned by them in favor of the NTA Requirement Amendment Proposal. On the record date, the Initial
Shareholders beneficially owned and were entitled to vote an aggregate of 5,750,000 Founder Shares, constituting 26.6% of the Company’s
issued and outstanding Ordinary Shares.
Interests of the Sponsor and the Company’s
Directors and Officers
When you consider the recommendation
of the Board, you should keep in mind that the Sponsor and the Company’s officers and directors have interests that may be different
from, or in addition to, your interests as a shareholder. These interests include, among other things:
| · | If the Extension Proposal is not approved and we do not consummate an initial business combination by
the Current Termination Date, the 5,749,998 Class A Ordinary Shares and two Class B Ordinary Shares held by the Sponsor and
certain of our directors will be worthless (as the Sponsor and such directors have waived liquidation rights with respect to such shares),
as will the 8,900,000 Private Warrants held by the Sponsor; |
| · | In connection with the IPO, the Sponsor agreed that it will be liable under certain circumstances to ensure
that the proceeds in the Trust Account are not reduced by the claims of any third party for services rendered or products sold to the
Company or prospective target businesses with which the Company has entered into certain agreements; |
| · | All rights specified in the Charter relating to the right of officers and directors to be indemnified
by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts
or omissions, will continue after an initial business combination and, if the Company liquidates, the Company will not be able to perform
its obligations to its officers and directors under those provisions; |
| · | None of the Company’s officers or directors has received any cash compensation for services rendered
to the Company, and all of the current officers and directors are expected to continue to serve in their roles at least through the date
of the Extraordinary General Meeting and may continue to serve following any potential initial business combination and receive compensation
thereafter; |
| · | The Sponsor has loaned to us (including pursuant to the Sponsor Loan) an
aggregate of $7,650,000, which was evidenced by unsecured promissory notes which are payable without interest upon consummation of a business
combination. In the event that we do not complete an initial business combination, we may use a portion of the working capital held outside
the Trust Account to repay such loaned amounts but no proceeds from the Trust Account may be used for such repayment. Accordingly, we
will most likely be unable to repay such loaned amounts if a business combination is not completed; and |
| · | The Sponsor and the Company’s officers and directors and their respective affiliates are entitled
to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial
business combination and, if the Extension is not approved and we do not consummate an initial business combination by the Current Termination
Date, they will not have any claim against the Trust Account for reimbursement so that the
Company will most likely be unable to reimburse such expenses. |
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE “FOR” THE APPROVAL OF the NTA Requirement Amendment Proposal.
PROPOSAL NO. 3 — THE ADJOURNMENT
PROPOSAL
Overview
The Adjournment Proposal,
if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Proposal. The Adjournment Proposal will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there
are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, in which case the Adjournment
Proposal will be the only proposal presented at the Extraordinary General Meeting.
Consequences if the Adjournment Proposal is
Not Approved
If the Adjournment Proposal
is not approved by our shareholders, our Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event
that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal.
Vote Required for Approval
The Adjournment Proposal requires
an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the holders of the issued and outstanding
Ordinary Shares, attending in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Ordinary
Shares of a shareholder who is present in person or by proxy but who abstains from voting such shares and broker non-votes, while considered
present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
Recommendation of the Board
As discussed above, after
careful consideration of all relevant factors, the Board has determined that the Adjournment Proposal is in the best interests of the
Company and its shareholders. Therefore, if there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Proposal, the Board will approve and declare advisable adoption of the Adjournment Proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
“FOR” THE ADJOURNMENT PROPOSAL.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth
information available to us as of October 24, 2024, with respect to the Ordinary Shares held by:
| · | each person known by us to be the beneficial owner of more than 5% of the Ordinary Shares; |
| · | each of our executive officers, directors and director nominees that beneficially owns ordinary shares;
and |
| · | all our executive officers and directors as a group. |
Beneficial ownership is determined
according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it
possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable
or will become exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws
and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.
In the table below,
percentage ownership is based on 21,620,561 Ordinary Shares issued and
outstanding as of October 24, 2024, consisting of 21,620,559 Class A
ordinary shares and two Class B ordinary shares. Voting power represents the combined voting power of Ordinary Shares
owned beneficially by such person. On all matters to be voted upon, the holders of the Ordinary Shares vote together as a single
class. The table below does not include any Ordinary Shares underlying our outstanding warrants because such securities are not
exercisable within 60 days of October 24, 2024.
| | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
| |
| Name and Address of Beneficial Owner(1) | |
Amount
and
Nature of
Beneficial
Ownership | | |
Approximate
Percentage
of
Class | | |
Amount
and
Nature of
Beneficial
Ownership | | |
Approximate
Percentage of
Class | | |
Approximate
Percentage of
Outstanding
Ordinary
Shares | |
| CGC Sponsor LLC(2) | |
| 5,749,998 | | |
| 26.6 | % | |
| 2 | | |
| 100 | % | |
| 26.6 | % |
| Peter Yu(2) | |
| 5,749,998 | | |
| 26.6 | % | |
| 2 | | |
| 100 | % | |
| 26.6 | % |
| Beth Michelson | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Rafael DeLuque | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| CGC II Sponsor DirectorCo LLC | |
| 99,999 | | |
| * | | |
| 1 | | |
| 50 | % | |
| * | |
| Bertrand Grabowski(3) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Daniel Karp(3) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Allan Leighton(3) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Sheryl Schwartz(3) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| All directors and executive officers as a group (7 individuals) | |
| 5,749,998 | | |
| 26.6 | % | |
| 2 | | |
| 100 | % | |
| 26.6 | % |
| Wealthspring Capital LLC (4) | |
| 1,766,630 | | |
| 8.2 | % | |
| - | | |
| - | | |
| 8.2 | % |
| First Trust Capital Management L.P. (5) | |
| 1,501,481 | | |
| 6.9 | % | |
| - | | |
| - | | |
| 6.9 | % |
| Calamos Investment Trust (6) | |
| 1,500,000 | | |
| 6.9 | % | |
| - | | |
| - | | |
| 6.9 | % |
| (1) |
Unless otherwise noted, the business address of each of the entities or individuals is 505 Fifth Avenue, 15th Floor, New York, New York 10017. |
| (2) |
Represents 5,650,000 founder shares held by CGC II Sponsor LLC, our sponsor, and 100,000 founder shares held by CGC II Sponsor DirectorCo LLC for the benefit of our independent director nominees. Our sponsor is the sole managing member of CGC II Sponsor DirectorCo LLC and Pangaea Three-B, LP is the sole member of our sponsor, and is controlled by Peter Yu, our Chief Executive Officer and director. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the founder shares held by our sponsor and CGC II Sponsor DirectorCo LLC, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the founder shares held by our sponsor and CGC II Sponsor DirectorCo LLC, except to the extent of his pecuniary interest therein. |
| (3) |
Does not include certain shares indirectly owned by this individual as a result of his or her membership interest in CGC II Sponsor DirectorCo LLC. |
| (4) |
According to a Schedule 13G filed with the SEC on February 8, 2024, by Wealthspring Capital LLC, a Delaware limited liability company (“Wealthspring”) and Matthew Simpson, a manager of Wealthspring. Wellspring and Mr. Simpson share voting and investment power over the shares. The principal business address for each of Wealthspring and Mr. Simpson is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604. |
| (5) |
According to a Schedule 13G filed with the SEC on February 14, 2024, by First Trust Merger Arbitrage Fund, an investment company (“VARBX”), First Trust Capital Management L.P., an investment adviser (“FTCM”), First Trust Capital Solutions L.P., a control person of FTCM (“FTCS”), and FTCS Sub GP LLC, a control person of FTCM (“Sub GP”). The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212. |
| (6) |
According to a Schedule 13G filed with the SEC on February 14, 2024, by Calamos Market Neutral Income Fund, a series of Calamos Investment Trust, an investment company (“Calamos”). The principal business address for Calamos is 2020 Calamos Court, Naperville, IL 60563. |
SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL GENERAL
MEETING
If the Extension Proposal
is approved and the Extension is implemented, the Company intends to hold an extraordinary general meeting of shareholders for the purpose
of approving its initial business combination and related transactions. Accordingly, the Company’s next annual general meeting of
shareholders would be held at a future date to be determined by the post business-combination company. The Company expects that it would
notify shareholders of the deadline for submitting a proposal for inclusion in the proxy statement for its next annual general meeting
following the completion of an initial business combination. For any proposal to be considered for inclusion in the Company’s proxy
statement and form of proxy for submission to shareholders at the Company’s 2025 annual general meeting of shareholders, it must
be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and the Charter. The Company anticipates
that the 2025 annual general meeting will be held no later than December 31, 2025. Assuming the 2025 annual general meeting is held
on or before such date, such proposals must be received by the Company at its executive offices a reasonable time before the Company begins
to print and send its proxy materials for the 2025 annual general meeting.
If the Extension Proposal
is not approved and we do not consummate an initial business combination by the Current Termination Date, then the Company will cease
all operations except for the purpose of winding up and there will be no 2025 annual general meeting.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS
For shareholders receiving
printed proxy materials, unless we have received contrary instructions, we may send a single copy of this proxy statement to any household
at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,”
reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer
to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow
the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would
like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:
| · | If the shares are registered in the name of the shareholder, the shareholder should contact us at our
offices at 32 Broadway, Suite 401, New York, New York 10004, or (212) 287-5010, to inform us of his or her request; or |
| · | If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or
other nominee directly. |
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements
and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this proxy
statement, over the Internet at the SEC’s website at www.sec.gov. Those filings are also available free of charge to the public
on, or accessible through, the Company’s corporate website under the heading “Investor Relations” at https://www.cartesiangrowth.com/cgc1/investor-relations.
The Company’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated
by reference in, and is not considered part of, this proxy statement.
If you would like additional
copies of this proxy statement or the proposals to be presented at the Extraordinary General Meeting, you should contact the Company at
the following address and telephone number:
Cartesian Growth Corporation II
505
Fifth Avenue, 15th Floor
New York, New York 10017 (212) 461-6363
Attention: Peter Yu
Email: contact@cartesiangrowth.com
You may also obtain these
documents by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address and
telephone number:
Morrow Sodali LLC
333 Ludlow Street
5th Floor, South Tower
Stamford, CT 06902
Individuals, please call toll-free:
(800) 662-5200
Banks and brokerages, please call:
(203) 658-9400
Email: RENE.info@investor.morrowsodali.com
If you are a shareholder of
the Company and would like to request documents, please do so by October 30, 2024 (one week prior to the Extraordinary General Meeting),
in order to receive them before the Extraordinary General Meeting. If you request any documents from us, we will mail them to you by first
class mail, or another equally prompt means.
* * *
The Board does not know of
any other matters to be presented at the Extraordinary General Meeting. If any additional matters are properly presented at the Extraordinary
General Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with
their own judgment on such matters.
It is important that your
shares be represented at the Extraordinary General Meeting, regardless of the number of shares that you hold. You are, therefore, urged
to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
October 24, 2024
ANNEX A
PROPOSED AMENDMENT TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
CARTESIAN GROWTH CORPORATION
II
RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY
RESOLVED, as a special
resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing
Articles 49.7 and 49.8 in their entirety and the insertion of the following language in their place:
49.7 In
the event that the Company does not consummate a Business Combination by November 10, 2024 (the “Termination Date”), or
such later time as the Members may approve in accordance with the Articles, the Company shall:
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to
pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’
rights as Members (including the right to receive further liquidation distributions, if any); and |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining Members and the Directors, liquidate and dissolve, |
subject in each case to its obligations under
Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. Notwithstanding the foregoing or any other
provision of the Articles, without the need for any further approval of the Members, the Directors may, if requested by the Sponsor and
upon five days’ notice prior to the applicable deadline, extend the Termination Date by up to twelve (12) times, each by an additional
one month (other than the first period, which shall consist of 25 days) (each, an “Extended Termination Date”), subject to
the Sponsor, or its affiliates or permitted designees, depositing into the Trust Account on or prior to the date of the applicable deadline
(x) for each such one-month period (other than the first period, which shall consist of 25 days) from November 10, 2024 (exclusive) to
May 5, 2025, the lesser of (i) an aggregate of US$150,000 and (ii) US$0.03 per Public Share that remains outstanding and is not redeemed
prior to such one-month (other than the first period, which shall consist of 25 days) extension; and (y) for each such one-month period
from April 5, 2025 (exclusive) to November 5, 2025, the lesser of (i) an aggregate of US$250,000 and (ii) US$0.05 per Public Share that
remains outstanding and is not redeemed prior to such one-month extension.
49.8 In
the event that any amendment is made to the Articles:
| (a) | to modify the substance or timing of the Company’s obligation to allow redemption in connection
with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by the
Termination Date (or, if the Directors have resolved to extend the period of time to consummate a Business Combination as described in
Article 49.7, by the applicable Extended Termination Date); or; |
| (b) | with respect to any other provision relating to Members’ rights or pre-Business Combination activity, |
each holder of Public Shares who is not the Sponsor,
DirectorCo, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness
of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number
of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption
Limitation and any applicable requirements for redemption herein, as the Company may specify from time to time in its discretion.
ANNEX B
PROPOSED AMENDMENT TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
CARTESIAN GROWTH CORPORATION
II
RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY
RESOLVED, as a special
resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended as follows:
| 1. | the deletion of the existing Articles 49.2, 49.4 and 49.5 in their entirety and the insertion of the following
language in their respective places: |
49.2 Prior
to the consummation of a Business Combination, the Company shall either:
| (a) | submit such Business Combination to its Members for approval; or |
| (b) | provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a
per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business
days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable,
if any), divided by the number of then issued Public Shares. |
49.4 At
a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business
Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.
49.5 Any
Member holding Public Shares who is not the Sponsor, DirectorCo, a Founder, Officer or Director may, in connection with any vote on a
Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for
in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate
of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the
purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of
the Public Shares in the aggregate without the prior consent of the Company. If so demanded, the Company shall pay any such redeeming
Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable
in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously
released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to
herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved
and consummated.
| 2. | the deletion of “The Company’s ability to provide such
redemption in this Article is subject to the Redemption Limitation and any applicable requirements for redemption herein, as the
Company may specify from time to time in its discretion.” from Article 49.8. |
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