Item 1.01. Entry into a Material Definitive Agreement.
The information provided in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 25, 2022, Cartesian Growth Corporation (the "Company") issued an
unsecured promissory note (the "Note") in the principal amount of $500,000 to
CGC Sponsor LLC (the "Sponsor"), which was funded in its entirety by the Sponsor
upon execution of the Note. The Note does not bear interest and the principal
balance will be payable on the earlier to occur of (i) the date on which the
Company consummates its initial business combination and (ii) the date that the
winding up of the Company is effective (such earlier date, the "Maturity Date").
In the event the Company consummates its initial business combination, the
Sponsor has the option on the Maturity Date to convert all or any portion of the
principal outstanding under the Note into that number of warrants ("Working
Capital Warrants") equal to the portion of the principal amount of the Note
being converted divided by $1.00, rounded up to the nearest whole number. The
terms of the Working Capital Warrants, if any, would be identical to the terms
of the private placement warrants issued by the Company at the time of its
initial public offering (the "IPO"), as described in the prospectus for the IPO
dated February 23, 2021 and filed with the U.S. Securities and Exchange
Commission, including the transfer restrictions applicable thereto. The Note is
subject to customary events of default, the occurrence of certain of which
automatically triggers the unpaid principal balance of the Note and all other
sums payable with regard to the Note becoming immediately due and payable.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Promissory Note issued in favor of CGC Sponsor LLC, dated May 25, 2022
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