Cartesian Growth Corp II Unit 2025年度报告

For the fiscal year ended December 31, 2025ORTRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission file number: 001-41378 CARTESIAN GROWTH CORPORATION II (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the ExchangeAct. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☒No☐ The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2025 (the last business day of the registrant’s most recently completedsecond fiscal quarter), based upon the closing price of $11.95 of the registrant’s common stock as reported on the OTC Pink Limited Market, was approximately $105.5million. Common stock held by each officer and director and by each person known to the registrant who owned 10% or more of the outstanding voting and non-votingcommon stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination forother purposes. As of March 31, 2026, 8,826,092 ClassA ordinary shares, par value $0.0001 per share, and two ClassB ordinary shares par value $0.0001 per share, were issued andoutstanding, respectively. TABLE OF CONTENTS PARTI Item1. BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PARTII Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities Item6.[Reserved]defined.Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item7A.Quantitative and Qualitative Disclosures about Market Risk47Item8.Financial Statements and Supplementary Data47Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure47Item9A.Controls and Procedures47Item9B.Other Information48Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections48 PARTIII Item10.Directors, Executive Officers and Corporate Governance49Item11.Executive Officer and Director Compensation53Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters54Item13.Certain Relationships and Related Transactions, and Director Independence56Item14.Principal Accountant Fees and Services59 PARTIV Item15.Exhibits, Financial Statement Schedules60Item16.Form10-K Summary63SIGNATURES CERTAIN TERMS Unless otherwise stated in this Annual Report onForm10-K(this “Annual Report”) or unless the context otherwiserequires references to: ●“we,” “us,” “company” or “our company” are to Cartesian Growth Corporation II, a Cayman Islandsexempted company;●“ClassA ordinary shares” are to our ClassA ordinary shares of par value $0.0001 per share in the sharecapital of the company;●“ClassB ordinary shares” are to our Cla