SEC Form 4 · accession 0001104659-26-090608
Cartesian Growth Corp II · RENEF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Peter Yu
Officer — See Remarks · Director · 10% Owner
Pangaea Three-B, LP
10% Owner
CGC II Sponsor LLC
10% Owner
Period of report
Aug 3, 2026
Accepted (ET)
Aug 4, 2026 · 9:00 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001889112
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A ordinary sharesF1,F2 | Aug 3, 2026 | J | 800,000 | — | D | 4,949,998 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B ordinary sharesF4,F3,F2 | — | holding | — | — | — | — | — | Class A ordinary shares | — | 2 | D |
Explanation of responses
- F1Represents Class A ordinary shares of Cartesian Growth Corporation II (the "Issuer", and such shares the "Class A Shares") transferred by CGC II Sponsor LLC (the "Sponsor") to a PIPE investor for no cash consideration in connection with the Issuer's proposed business combination with InoBat AS.
- F2Represents 5,649,999 Class A Shares held by the Sponsor and 99,999 Class A Shares held by CGC II Sponsor DirectorCo LLC ("DirectorCo") for the benefit of the Issuer's independent directors. The Sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of the Sponsor and is controlled by Peter Yu, the Issuer's Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the Class A Shares held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such Class A Shares. Mr. Yu disclaims beneficial ownership of the Class A Shares held by the Sponsor and DirectorCo, except to the extent of his pecuniary interest therein.
- F3The Class B ordinary shares of the Issuer (the "Class B Shares") have no expiration date and will automatically convert into Class A Shares at the time of the initial business combination of the Issuer, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-261866).
- F4Consists of one Class B Share held by the Sponsor and one Class B share held by DirectorCo. The Sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of the Sponsor and is controlled by Peter Yu, the Issuer's Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the Class B Shares held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such Class B Shares. Mr. Yu disclaims beneficial ownership of the Class B Shares held by the Sponsor and DirectorCo, except to the extent of his pecuniary interest therein.
Remarks
Chairman of the Board of Directors and Chief Executive Officer