Cartesian Growth Corp II-A 2024年度报告

FORM10-K (Mark One)ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number:001-41378 CARTESIAN GROWTH CORPORATION II 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 thepreceding 12months (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 past90days.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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 ofthe Exchange Act. 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 revisedfinancial accounting 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 overfinancial 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 auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection 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 28,2024, based upon the closing price of $11.27 of the Registrant’scommon stock as reported on the Nasdaq Capital Market, was approximately $178.9million. Common stock held by each officer and director and by each personknown to the registrant who owned 10% or more of the outstanding voting and non-voting common stock have been excluded in that such persons may be deemed to beaffiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 31, 2025,21,620,559ClassA ordinary shares, par value $0.0001 per share, andtwoClassB ordinary shares par value $0.0001 per share, were issued andoutstanding, respectively. Auditor Name:Marcum LLP Auditor Location:Houston, TX Auditor Firm ID:688 TABLE OF CONTENTS PARTI Item1.Business4Item1A.Risk Factors10Item1B.Unresolved Staff Comments41Item 1C.Cybersecurity41Item2.Properties41Item3.Legal Proceedings41Item4.Mine Safety Disclosures41 PARTII Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities42Item6.[Reserved]42Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item7A.Quantitative and Qualitative Disclosures About Market Risk48Item8.Financial Statements and Supplementary Data48Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure48Item9A.Controls and Procedures48Item9B.Other Information49Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections49 PARTIII Item10.Directors, Executive Officers and Corporate Governance50Item11.Executive Compensation54Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters55Item13.Certain Relationships and Related Transactions, and Director Independence56Item14.Principal Accountant Fees and Services59 PARTIV Item15.Exhibits, Financial Statement Schedules60Item16.Form10-K Summary62SIGNATURES63 CERTAIN TERMS Unless otherwise stated in this Annual Report onForm10-K(this “Annual Report”) or unless the contextotherwise requires references to: ●“we,” “us,” “company” or “our company” are to Cartesian Growth Corporation II, a CaymanIslands